Ultimate Phantom
by overlord susanoo
Summary: Daniel Masters was a clone trying to find a purpose in life. He struck a deal with an alien and found himself in a new world and out of the shadow of the person he was cloned from. Now in a world of Marvels and wonders Danny is on a path to become the Ultimate Phantom and his deal changed everything. Shattered-Phantom-verse. OCDannyxharem
1. Brand New World

**Authors Note** : **Well after reading stories by TheWhiteTitan, Goliath101, and Spidey108 I decided to do my own Danny Phantom story however I wasn't fond of all the angst and mopey Danny's that crossover usually had so I had decided to write one without that type of Danny and then I remembered that he had an almost perfect clone that died and so here came this. A Danny story without dead friends and family Danny.**

 **This Clone Danny is from the prologue and could be considered prime clone Danny**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel.**

* * *

 **Chapter 01: Brand New World(Edited)**

* * *

New York was a city of marvels and mayhem. It was called the city that never sleeps. a place of wonder and tragedy. Home of many heroes and soon to be even more.

It was a late night. Nothing out of the ordinary. People walking by either coming home from work or just hanging out without a goal in mind.

It was Friday night around ten o clock when a portal opened up in a back alley. Out came a teenager. This teenager was someone you would take a second look at given his glowing green eyes and literal snow white hair. On his chest was a logo that logo that looked like a black letter P inside of a dark letter D.

This was the symbol of a hero in another world however he wasn't that hero he was someone else and this was his story.

 **0-0-0-0-0-0-0**

Danny took a step on the ground glad that ghosts had perfect equilibrium otherwise that trip in the portal may have been uncomfortable. With all the spinning and the swirling. The colors were also a surprise he had walked into that dark portal thinking it would be a simple trip to this universe.

What he got was the feeling that he was trapped in a giant kaleidoscope and was afraid he would have gone blind with all those shifting colors.

Looking down at his costume Danny knew that he would have to make a change. This costume may have been fine for Danny Fenton but Danny Masters was going to need something more original if only to help his sanity.

He had agreed to this to find his own purpose and meaning in life and he couldn't do that if he continued to look like Danny Fenton/Phantom. He would need a new costume but that could be solved later.

Wondering about where he was going to live was his first concern and the answer came to him almost immediately. As he was thinking his mind showed him that apparently the alien that sent him here had already thought of that and gave him a backstory.

Well at least he knew where he was going. With a sigh Danny transformed back into his human form and left the alley and began walking down the street.

Without a care in the world Danny began whistling as he walked to his new home. He took in all the building and the people with his own eyes. Most of his knowledge came from the original Danny's memories so he was happy to be creating memories and seeing sights on his own for the first time.

He was fifteen. A year older than Danny when he first got his powers but he had all of Danny's memories so control wouldn't be an issue he would face. At least he hoped that was true.

Walking down the street Danny heard some people following him. He sped up trying to see if he was being paranoid or if they were really after him. As he heard several footsteps following him and not turning or talking to each other he knew that they were following him.

Danny turned in an alley wanting to see if they would still follow him. He wasn't going to start this fight but if they wanted to continue this course of action he would let them. It wasn't like he was in any real danger.

As Danny reached the end of the alley he turned around and saw that he was surrounded by five people and they were all guys. Two had purple hoods and three had red. They looked to be around the same age as he did.

"Do you need something?" Danny asked wondering how much force he should use in this situation. The guys looked between each other before one of the guys in the purple hood stepped forward and pulled out a knife.

"Give us your money." The guy said trying to Intimidate him. Honestly the only thing Danny felt was excitement. He had memories of Danny fighting but this would be his first one and while it probably wouldn't be that long or that exciting he still wanted to do it.

"What if I don't?" Danny asked challenging them and as they looked at each other the leader took a step forward.

They really did not like that question.

"We'll put you in the hospital." The leader of the group threatened him.

At that point Danny was ready to go. If they were willing to go this far then he would have some fun before he was finished with these guys.

"Bring it then." Not a really clever line on Danny's part but he was still new to this. It took original Danny a long time to get use to the witty banter that he was known for.

The thugs in red picked up pipes that were lying next to the dumpsters. Normally in situations like this it was not good to be alone going against the group with bigger numbers. But when Danny factored in the fact that he had superpowers and they did not then the situation reversed itself.

The leader charged at Danny fully intent on stabbing him. Danny only had to swiftly turn to get out of the knife's range. True while not transformed Danny only had access to regular human reflexes and strength and limited ghost powers but it was enough for this situation.

"What you waiting for? Get him!" The leader shouted and the others member of his gang as he kept trying to slash Danny.

While the thug kept trying to stab Danny one of the red hoods came from behind him and tried swinging the pipe at his head.

Danny ducked and winced as the purple guy with the knife got hit in the chest with the pipe and fell to the ground.

"That's going to leave a bruise in the morning." Danny said. His comments were only making them angrier. That was proven as the other purple hood came and tried to bash his head in.

It didn't work out that way either because when the pipe got close to Danny's head for his comfort he turned intangible. Danny was really glad intangibility was one of the more common ghost powers along with flight and invisibility. He would see what other ones that he had gotten later but now wasn't the time.

Turning intangible however did not make the thugs any happier in fact in Danny's opinion it just made them angrier.

"Kid's a mutant." One of the guys in the back said with so much anger that it surprised Danny. Focusing in the memories of this timeline Danny found out the opinion the people of this universe had about mutants and he wasn't happy.

He sympathized a lot with these people and to find out these kids were racists well that just made him change his mind from messing with them to giving what he thought was a well-deserved lesson in respect.

Danny then charged right at the purple guy that was still standing up and gave him a kick to the face. While he was down Danny turned toward the thugs in red who were now even angrier than before.

"Mutant trash you should know your place." One said charging at him pipe in mid-swing still not learning the lesson from before but a well-timed uppercut that sent him into the air probably taught him that was a bad idea.

"Now it's just two on one." Danny said as he faced the last two guys in red and by the look on their faces he knew that they didn't want to fight anymore.

"Run." Danny said and with that they just sprinted out of the alley and down the street. They had run so fast that their pipes were still clanging as they fell to the ground.

Looking at the leader lying on the ground and abandoned by his friends Danny was really tempted to see how strong his ghost ray was but at that moment he realized that he was acting a lot more like Plasmius then he would have liked.

He then thought of a better idea. Transforming into his ghost form he picked up the thug and carried him over to a dumpster. Without a care for how it looked he dropped the guy in there turned invisible began to fly to his new home.

The guy would wake up tomorrow a little sore but still fully alive. Danny was going to try to enjoy the rest of the night and wouldn't let a bunch of hateful people ruin the first day of his new life.

 **0-0-0-0-0-0-0**

 **(One Day Later)**

Danny walked around his house in his human form and took a look at everything there was. It was a simple house in Queen's New York. Very different from his memories of the Fenton Works building in Amity Park. There were two levels above ground level. The outside was painted red and the walls inside were blue.

Picking up a picture that was lying down on a coffee table he was shocked to see what the picture was. In the image was three people Danny recognized himself easily enough but it was the other two in the picture that shocked him.

Standing behind him were a man and a woman. The woman had bright orange hair and green eyes. The man had long gray hair that was tied into a ponytail and blue eyes.

Danny knew that he had a backstory for this world but to be the child of Penelope Spectra and Vlad Plasmius was something he hadn't expected.

"This is not funny!" He shouted to the sky unable to believe that again he was the son of Vlad Masters and that he and Spectra were married to each other in this reality.

It was an idea equal to the knowledge that the box ghost and the lunch lady had to be together to create box lunch.

Putting the picture down he took a deep breath. He couldn't imagine how in this universe such a match was possible but given their personalities from the old world it could make a certain amount of sense. Especially if he wasn't obsessed with Maddie Fenton.

Going back into the memories he was given for this timeline he learned that this version of himself was living by himself. His 'parents' were traveling the world or something. It still brought a chill to him that he had to think of them as parents.

There on the dining room table was a letter. With a deep breath, he moved to read it. Thankfully it was from the alien that sent him here and not Vlad and or Spectra.

Basically, the letter stated that the entire backstory for his existence had been completed and he had about a month before school started. He would be attending midtown high.

From his memories of Fenton's life, he wasn't so sure he would enjoy going to school. Hopefully he had the power of duplication so that could be taken care of.

Danny then went back to the letter and the part about checking out the subbasement. Feeling in no mood to have to walk to the door and down however man steps he just turned into his ghost form and phased through the floor.

Below in the subbasement Danny was met with a perfect replica of the lab in Fentonworks with its own ghost portal. According to his memories in this reality Danny had built it himself.

There on one of the benches was the infi-map. It was a map of the entire ghost zone. It could lead you anywhere from portals across time to portals in and out of the ghost zone.

Getting an idea Danny grabbed the map and opened the portal. There was something that he had to do before anything else could be done.

 **0-0-0-0-0-0-0**

Flying through the ghost zone Danny knew exactly what path he wanted to take. Clockwork was the master of time and the reason for him being alive and since the ghost zone existed in this world there was a chance that there was a version of him here.

It would be great to have him on his side or at least not trying to kill him and or erase him from existence

It didn't take long to find clockwork's lair and he thought it was the reason that he given the infi-map. Looking at the Clocktower from the outside was weird. He had Fenton's memories of his visits but this was the first time he came here personally and he took in the sights.

Landing in the lair and walking around he could see that not much was different from the one in his old reality. He knew that Clockwork knew where he was and what he was here for and the fact that he wasn't frozen yet was a very good sign.

Feeling his ghost sense go off Danny began looking around for Clockwork trying to spot his purple hood anywhere in this room surrounded by clocks.

"Hello Daniel." The voice came from behind him and he wondered if he had frozen time and appeared behind him before letting time resume.

There was Clockwork in his adult form with the red eyes, purple hood and time scepter in hand. What was surprising besides the scare he was given was the fact that Clockwork was using his legs instead of the spectral tail he was so used to.

"Hello Clockwork master of time and protector of reality." Danny began extremely politely. The other Clockwork may have saved his life but that ghost wasn't this one and so it was better to be polite before making an enemy of someone not restricted by the laws of time.

"Stop." Clockwork said holding a hand out in front of me and stopping me from continuing. "I know why you are here." He said and given that he wasn't sent back to the time of the dinosaurs or to the end of time Danny guessed he wasn't going to be killed.

"Do not worry I am not going to kill you." Clockwork said and Danny nodded relieved that this wasn't going to be as hard as he feared.

"Thank you." Danny said but Clockwork interrupted him before he could continue.

"Yes, I am serious and yes I will help you if I think you need it." Clockwork said since from his point of view they probably already had this conversation.

Clockwork turned back towards his viewing screens and Danny took that as a dismissal and used the map to lead back towards his portal home.

Danny still had many things to do like seeing what powers he had and getting a new costume for a start.

Keeping an eye out for any ghost that might get in his way for the map or to just attack him he was relieved when he made it back without any problems.

 **0-0-0-0-0-0-0-0**

( **Two Days Later** )

Sitting on the roof and staring at the sun as it rose was something that Danny was finding out that he enjoyed. The sky turning blue and the birds flying in the air while the sun rose in the air was something Danny found he enjoyed.

He couldn't help but be thankful for all the events that led him here. While his life may get complicated later he still couldn't help but be happy that he was alive. The joy may wear off later but he was going to enjoy this feeling for as long as possible.

After all his name was a promise to always remember where he came from and to always move forward after all according to the alien he was free to live his life.

 **0-0-0-0-0-0-0-0**

( **Ghost Zone** )

Clockwork master of all time floated in his lair in child form looking over all the possible futures for this reality. He focused specifically on the city. Looking at the paths that the future could take he knew he needed to be a bit more proactive.

He could not let this universe be destroyed like its original was. He was restricted in what he could do but there was always a way to get around restrictions like those.

He had just met one of those loopholes. Daniel Masters was going to be very helpful in that regard. He could help him fix and prevent all the other problems the celestialsapiens left when they recreated the universe.

At least the whole infinity gauntlets and Kang the conqueror event along with the Galactus problem weren't happening in this universe.

So many lives ended in tragedy the last time around. Clockwork hoped he could prevent all that sadness, grief, and tragedy this time around.


	2. Meeting SHIELD

**Author's Note: The prologue for this story is titled under Clone's Farewell. It explains how Clone Danny survived and why he is in the earth 1610 universe. This is also post incursions.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel.**

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 **Chapter 02: Meeting S.H.I.E.L.D.(Edited)**

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Danny had spent the last few months he had been in this universe testing his powers and fighting criminals. Unfortunately, it appeared that he didn't have all of the original's powers.

He did not have the ability to use the ghostly wail, telekinesis, ghost stinger, or teleportation. He hoped that he would figure out how to get those powers back or develop different ones that were just as useful as those.

Duplication was a power he was lucky and grateful that he still had. It allowed him to be multiple places at once. It was useful in ways like keeping who he was a secret as both Phantom and Daniel Masters could be at the same place at the same time.

It also saved him from having to go to school. He tried really hard the first day but he knew the second he arrived at midtown high and saw a kid named Flash that was a jock he knew he wasn't staying.

He knew he didn't have the original's self-control and if Flash was as much of a jerk as Dash was he might end up hurting the kid.

The best solution was for him to not even go to school and that was why he was really grateful for the duplicate. Not only did he know everything it did when they reunited but they also had a psychic link that let them talk to each other telepathically.

"We got a problem." the duplicate thought to him and he immediately focused wondering what was going on that needed his involvement.

"What is it?" Danny asked as he got ready to leave wondering if this was a regular criminal or a mutant.

"Ghost attack." was the response and he blinked a couple of times. Ghost attacks were rare things in this universe. Or at least in the city that he was in. In this city the usual problem was mostly criminals stealing something or holding people hostage. Ghosts attacks were something he didn't think would be a problem but he would adapt to the situation.

"I'm on my way." he thought to the duplicate before transforming into his ghost form.

Danny was very lucky to find once he searched the subbasement there was a new jumpsuit for him. He did not know how to sew so It wasn't like he could make his own and finding a costume that would work for him would have been time consuming.

He had changed his costume from the one he shared with the original with the D and P logo on it for a new one.

It was a one piece like the original but now the design had changed. the color scheme had not changed much. The gloves and boots were still white along with the white color going further into the shoulders and a white line that led down from them and ran down the middle to the white belt and he had added bracelets to the gloves that opened up and served as a concealable and portable Fenton thermos among other things.

 **0-0-0-0-0-0-0-0**

When he had heard that there was a ghost attack he had flown there in a hurry and felt justified when he saw the crowds of people cowering in terror.

That however ended when he saw the ghost that was 'terrorizing' the people. The ghost that had halted traffic and inflicting possible trauma on the populace of New York made him sigh and possibly die a little on the inside if it was possible.

It was the box ghost. That was the reason that he had to cancel his plans to explore the ghost zone and even more of the city. The Box truly felt like screaming and destroying a few city blocks. However, that was an overreaction and so he decided to focus his rage on the box ghost.

"What are you doing?" he questioned the box ghost who was robbing a post office.

"I am claiming this post office as my domain." He proclaimed like that was a deed worth proclaiming to the world. He had the original's memories so he knew this was something the box ghost would do but he still felt like this was just sad.

"What do you plan on doing afterwards?" Danny asked and wondered why this was happening and where he could possibly think this was going.

"I will conquer other post offices. Spreading the terror of cardboard boxes and have them acknowledge my greatness!" Boxy shouted out. All Danny could do was shake his head in pity and annoyance.

He was aware of all the people still filming this and he would question their instincts if this was a serious villain.

"That plan is horrible." Danny couldn't help but say that and try to reason with the box ghost. That ended as well as could be expected though.

"I will not be stopped. Beware!" Box Ghost shouted and blasted him with a ghost ray that sent would have sent him crashing against an apartment building if he didn't flip backwards and land standing sideways on the building.

"I tried." Danny said and with that he flew straight back at the box ghost and blasted him with a ghost ray that sent him crashing against the very same post office he had tried to conquer.

Then the box ghost came flying out with a bunch of cardboard boxes that he turned into a monster. Creating a duplicate to deal with that and protect the people he dealt with the box ghost.

Each Duplicate had a fraction of his power and so that meant he would have to end this quickly.

"Hey Boxy." Danny said and when he got his attention his outstretched hand quickly gave him a ghost ray to the face that knocked him down the street.

"Beware that." Danny said blowing the smoke of his hand and floating to the downed box ghost that was trying to get up.

"B-e-e-w-a-r-." the box ghost tried to say before he was sucked up into the bracelet thermos.

"Yeah, yeah. Tell it to the lunch lady." with that done Danny turned back around to all the regular people that were still watching him and as soon as they saw that he was done they rushed him.

For the last two months that he was in this world he had managed to stay hidden for three weeks before news of his existence became public people of New York hadn't taken a liking to Phantom until he had an interview where he told the people he wasn't a mutant.

After that they had stopped throwing things at him when they saw that he was around. He did not like it but he knew full well the reaction people had of mutants especially after Magneto had attacked the White House and humiliated the government and the president.

Seeing his duplicate walk into an alley he decided to see what he was doing here. He was supposed to be at school. Just because he didn't want to go didn't mean his grades had to suffer.

Danny wanted to be above a C average this time around.

Turning invisible and intangible Danny phased right through the crowd and ended up in the alley looking for his duplicate.

A clone of a clone it was still something that brought a chuckle to Danny.

He would later find out he was not the only one watching his duplicate.

 **0-0-0-0-0-0-0**

"Report Hawkeye." The voice in his communicator told him as he was positioned on a roof watching the ghost kid talked to a kid that looked like he could be his twin if not for the black hair and the blue eyes.

"I'm watching him right now Fury." He responded keeping an eye on the target.

"What is he doing?" Fury asked probably back in the triskelion. He and the others had been paranoid due to the recent attack and sent him on the mission to follow the ghost boy.

"He is talking with that clone of his." He responded it wasn't truly that hard to figure out if you had government resources like they did.

The kid probably figured his identity was secret as long as he and the duplicate were seen at the same place and that their appearances being different would throw off suspicion. For the less observant it probably would.

They however had spied on him constantly since he was revealed and watched both him and the duplicate he sent to school for him.

Hawkeye was really jealous of his powers. ignoring how he would have loved to use duplicates to avoid school his other powers made him either a great asset to any government or a great threat.

Invisibility and intangibility would be great for spy work so they were to either recruit this kid or get rid of him if he proved to be a threat. He was given this mission because they believed the only way to strike at him was from a distance so that he wouldn't turn intangible.

He was the best sniper they had even if he used arrows rather than bullets for his work.

"What should I do with him sir?" He questioned wondering if his orders had changed. So far, the kid didn't seem crazy but he wouldn't let down his guard. The world was a crazy place you just had to find out where you stood.

"Do nothing Hawkeye. I'm taking it from here." Fury said and that shocked him. Fury usually was in the field since he was the vice director but for something like this Hawkeye was wondering what was going on.

"You're positive sir?" He questioned.

"Yes, it is just that important." Fury said and ended the talk at that.

"Good luck kid. You're going to need it." Whatever Fury wanted with kid was probably complicated and way above his pay grade to ask about. At least this assignment was near completion.

Whatever happened next was completely up to Fury.

 **0-0-0-0-0-0-0**

Danny had spent the rest of the day just flying around and stopping minor crimes. He had to fight criminals differently as he had to hold back to not do serious harm and he couldn't simply put them inside the thermos when they were beat.

Tying them up was a pain as he couldn't be asked to constantly carry around a enough handcuffs for each individual criminal so he had to wait for the police to arrive and then take the criminals away.

It was a trial waiting for police to arrive and get through traffic and walking.

Just another reason why he was glad he could fly. When he got back home it was late in the afternoon and he was exhausted so when he ended up in the living room he just laid back on the couch and was about to get some sleep.

His duplicate had keys and even if he lost them he still had enough energy to phase through the door and recombine with him.

"Neat trick." A voice said from the kitchen door and Danny nodded in agreement until he remembered that he should be the only person in the house.

Danny jumped up and glared at the intruder with glowing green eyes and a ghost ray ready to be fired from both hands. He was in his human form so they wouldn't be as powerful but they would still hurt the person who broke into his house.

"Cute trick kid but to let you know anything happens to me and an army of guys come rushing through." The man said as Danny got a good look at him.

The man was very noticeable. He had brown skin and a bald head, he stood a little over six feet and wore a dark trench coat. The thing that drew your attention however was the eye patch on his face.

Danny was curious about what the story was there but there were other matters that needed to be discussed.

"What do you want?" He questioned the mystery man wanting to know what the purpose of this visit was. He didn't think the many needed to borrow a cup of sugar.

"Let's have a seat mister Masters." He said and walked over to the kitchen table.

Having no choice Danny followed. If the guy truly had a team of guys outside then it would be best to see what he wanted before making a decision.

He probably could escape but there wasn't a need to make this conversation end in violence. At least not yet anyway.

"Who are you?" Danny asked first. The guy already knew who he was and where he lived so Danny needed some information back before this conversation went anywhere.

"Nick Fury Vice Director of S.H.I.E.L.D." He said and Danny got the feeling that it was an important job. Like above secret service level clearance.

"What is S.H.I.E.L.D?" Danny asked. Acronyms usually meant something in television and he had been watching a lot lately. Also the G.I.W. or guys in white had been a huge problem for the original so he wanted to know if he was dealing with a similar deal here.

"Strategic Hazard Intervention Espionage Logistics Directorate." Fury said and Danny really wanted to ask how hard they worked to get an acronym for a simple word like shield. It probably wasn't easy.

"What do you want from me?" Danny asked warily not sure if he should have run by now.

"We protect the country from dangers both known and unknown and we want you to join us." He finished and Danny blinked a couple of times to make sure he wasn't dreaming.

"Why do you want me?" Danny questioned. He knew of the world's problem with mutants and so even though he wasn't one he was stunned that they would want to hire someone with powers.

"Crime is becoming super crime, Terrorism is becoming super terrorism, and we need to adapt to these changes if we are to continue our job." Fury said with his one visible eye showing how serious he was.

"You want me to work for S.H.I.E.L.D." He said more than asked and when Fury nodded Danny rubbed his hand through his long spiky dark hair. When he made the deal to live here he didn't expect all this happening so soon.

"Here." Fury said handing him a folder. In it was the history he had for this world.

They had clearly been watching him for a while and the implied threat was that if he didn't join they would consider him a threat to the country. This organization didn't seem like one to let him go about his merry way either.

Danny was about to say something when his ghost sense activated and he noticed that time was frozen and he was wearing one of Clockwork's medallion.

"You knew this was going to happen." Danny said and turned around to see Clockwork floating there with his old man body.

"It was a possibility." Clockwork answered in that annoying cryptic way that he talked.

"So should I run?" Danny questioned Clockwork and was waiting for his answer. Seeking advice from the man who saw the future was always the best option before you made a decision in his opinion.

However, he frowned when Clockwork shook his head signaling the answer was no.

"To the contrary you should join them." He said and Danny sighed wondering what was going on now.

"Why am I doing this?" He wanted an explanation for this if nothing else as he was told he would be free to make his own decisions when he agreed to be sent here.

"If you don't join countless people will die." He said and that grabbed Danny's attention.

"How many?" Danny asked with a voice full of caution yet there was a small bit of curiosity. He wondered if the number was big enough to risk joining a government organization.

"Millions." Clockwork answered and Danny froze. The side that was more Plasmius was willing to ignore all that but the Fenton part of him urged him to agree. This time the Fenton side won in the debate. He wouldn't let millions die if he could help it.

"Fine but we are going to have a talk later." Danny said he needed more information so after he was going to accept this task he was heading right for Clockwork's Lair.

The medallion was taken back and Clockwork left and when he saw that time was turning back on Danny returned to his original position and closed the envelope.

"So what do you say kid?" Fury asked like he hadn't just subtly implied a threat to him.

"I'm in." Danny said as he sighed and leaned back in his chair.

"Good kid. Here's your first mission." Fury said like he expected Danny to agree earlier.

After he walked out the door Danny followed to see where all his backup was. Opening the door Danny didn't see anyone. Not even Fury who had just left.

Shaking his head at what was going on Danny closed the door and slumped down on the couch wondering what he had gotten involved in.

On the folder he was given that he was looking at it only had two words on it and they meant nothing to him yet.

It said Weapon X.

 **0-0-0-0-0-0-0-0-**

Fury was walking up the stairs of his high-rise apartment. Wondering if the kid had read the folder yet and if he would be ready for what he found.

Anyway there was no time to worry about that he had his own mission to do and he would be out of the country in a few hours. He would be looking for someone doing Illegal genetic research.

He hoped the kid passed this test because they needed more people with superpowers if he was going to get his Ultimates Initiative started. He had other people to meet with to but if everything went well the country would have protectors capable of defending it from any kinds of threats.

Well those were tomorrow's problems today problems still had to be dealt with.

It truly was hard being him but if someone had to do it he would rather it be him than someone else.

* * *

 **Author's Note: These first two chapters were to put Danny in the Ultimate's Universe and to explain the point in the timeline. This is right after the first arc of ultimate X men and during the beginning of Ultimate Spiderman and before Ultimates and Ultimate Fantastic Four.**

 **Please read and review.**

 **Author's Note end:**


	3. Finding Weapon X

**Author's Note: Runeion Danny will get his ghostly wail along with a few other powers but for some he has to relearn how to use them and others will come in time. Canon Danny only got ghostly wail due to the stress he endured from seeing his future after all.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter 03: Finding Weapon X(Edited)**

* * *

Danny had only gotten two hours of sleep since he ran in to Nick Fury and was recruited into S.H.I.E.L.D. and now he was being sent on a mission.

The person watching over him that he was reporting to was a man named Clint Barton. His code name was Hawkeye and while he wanted to complain about why he had no back up for this mission but he understood the reasoning behind it.

They wanted to see what he could do. They gave him a list of places this weapon x facility was supposed to be and from that information he was supposed to find out where they were located.

He had read the file and was sickened at what these people were doing. Soldiers and scientists gathering up mutants and using them as weapons. Torturing and intimidating them to submit and follow orders and torturing and killing the ones who didn't.

Danny was glad that he was given the order to kill the soldiers if he had run into them because he didn't think that he would be able to do otherwise even if he was ordered to.

Before all that however there was a certain ghost that he had to question. He wanted to know why he had to work for a military organization like S.H.I.E.L.D.

The white rings went around and transformed him into his form. Grabbing a backpack with both the infi-map and food inside he phased through the floor ending up in front of the ghost portal.

First he had to release the box ghost back inside of the ghost zone and then he opened the portal door and flew through.

He flew as fast as possible to reach the clock tower or clock citadel whichever it was.

He needed answers and he needed them now.

 **0-0-0-0-0-0-0-0**

Clockwork had known that he would be coming and he had known the reason why so when young Daniel had appeared Clockwork paused his viewing screen and turned towards the young halfa.

"Yes?" he said as Daniel landed and began walking towards him with a scowl on his face.

"I need answers. You can't just say millions will die and expect me to leave it like that." He said but he would be disappointed because there was only so much he is willing to say about the future.

"I have seen all futures and a disaster is coming which will end millions of lives." Clockwork said as he turned into his child form. The transformation was simple all it took from him was the decision to be an age and with his powers it came to be.

Past, Present, or Future were accessible to him and he could see beyond reality and the universe so when he said something people listened. That also is what brought Danny here. He had given him a warning but without saying anything else it had left the boy confused.

He would like to help explain better but he still had limits to his power and restriction placed on him from intervening beyond a certain amount. Certain nudges here or there to get a desired outcome.

"Okay tell me what this problem is and I will go deal with that." Danny said trying to avoid the whole working for the government.

"There is no work around. You have to do it this way if those lives are to survive." He said and watched Daniel try to argue but he soon gave up but still showed annoyance at the situation.

"That's all I'm getting out of you isn't it?" Danny questioned and he turned to his old man form and gave a nod. Frustrated Daniel just gave a sigh and flew off.

Clockwork could see all possible futures so he knew this was the best outcome and so he turned back to his viewing screen and began to watch as event began to happen.

The story was staring he would just have to wait and see how things played out. There was one last piece of advice to give to Daniel however so he called out

"Daniel one last piece of advice. Don't fear the Rouge." Clockwork said. He knew he would hear him and with that returned to his viewing screen.

 **0-0-0-0-0-0-0-0**

The viewing screens that showed him all the events that he saw happening across time brought him a new image. It showed him the weapon X headquarters in Finland.

The mutant that was going to be known as Nightcrawler had just escaped the facility. The soldiers however would not let that happen. They had geared up and moved out as soon as they found out Nightcrawler escaped.

"Holy mother of-" One soldier cried out as Nightcrawler teleported behind him and yanked him off his snowmobile.

"Linklater's down." One of the soldiers said as they began to assess the situation and hunt the mutant down.

"Ten out of ten for observation, Idiot! Just hurry up and cap the little runt before he…" another said only to be interrupted as Nightcrawler teleported and picked up a gun and began firing at them.

After taking them down now the soldiers were angry and had to be reminded not to kill him because he was their only teleporter and that a resource like that shouldn't be killed just because they wanted revenge. He told them about how much money and resources they had spent on him only for it to amount to nothing if they killed him.

"Shoot to wound. I repeat shoot to wound." Was broadcasted over their radio.

"Hit the brakes." They said as he went and teleported both himself and the snowmobile off the cliff.

"What happened? We have lost the visual." Was said over the radio.

"He disappeared, sir. Our crazy, little runaway just committed suicide." He said only to be contradicted by a pair in a helicopter that reminded them that he was a teleporter meaning he was probably fine.

Nightcrawler tried to escape unfortunately the one hunting him was John Wraith and so with a single shot he took Nightcrawler down.

Standing over his fallen body he began to gloat to the downed mutant.

"Congratulation soldier, You realize you're the first mutie since Wolverine to make it this far outside the complex?" With that the other soldiers began to pick him up and take him back to the base but Wraith wasn't done yet.

Looking up at the plane that just passed by he had understood Nightcrawler's hope in that he had been planning for one last jump to make it up there and escape. It may have been two miles up but he apparently had made a jump that far before.

For the fact that he tried to escape though he ordered the soldiers to burn the soles of his feet when they got back and to torture the girl who would sing songs for him at night.

Walking away back to the base the S.H.I.E.L.D. patch on his jacket was clearly visible as he lit up a cigar.

Clockwork scowled but dealt with the fact that soon the weapon x program would be dealt with. So he turned back to screens to view a different area.

 **0-0-0-0-0-0-0-0-0**

The man that was known to be James Howlett and was now known as Logan or Wolverine was standing in an old weapon x base in Arizona clearly frustrated.

"I guess your information was little out of date professor. Smells to me like weapon x moved out of Arizona close to six weeks ago now." Logan said to the mutant know as Charles Xavier.

Charles was telling him that this was the sixth move since the two years he had escaped from the Canadian facility and he was wondering why a black ops unit would put themselves through such an inconvenience.

"Who knows maybe they were scared by raids by Magneto's brotherhood units. Or maybe they were scared I would come back." He said fully intent on claiming vengeance for both himself and the mutants that were experimented on and killed here.

Xavier wondered if the president had kept his word and shut down bases like that but Wolverine doubted it. There was too much money and interest involved to just pull the plug on one of S.H.I.E.L.D.'s most premier counter terrorism division.

Wolverine felt a deep anger as he saw the graphiti on the wall that someone had used to boast how they had killed four hundred mutants. He wanted to be stuck in a room alone with that guy and see how he would like to face a mutant that could fight back.

Charles went on to talk well rather think at him about the horrors that the young mutants faced and how the weapon x program went against everything that he, his school, and his student stood for. Wolverine back in the old days might have said that what Charles was doing was idiotic but he had liked the dream and Xavier was kind enough to forgive the whole him being sent there to kill him thing even if some of the others hadn't.

So he decided to let the man have his dream. It was better than Magneto's anyway. War wouldn't have helped anyone human or mutant. He still could remember magneto begging Charles to stop as he was destroyed in that giant field of magnets that Charles had forced him to summon.

Brutal thing but an ending that a self-destructive person like Magneto had coming.

When Charles asked him of the memories he had of places like this he only had one thing to say.

"Bad ones Charley-boy. The only kind I got left." He said and left the facility.

 **0-0-0-0-0-0-0-0-0**

Danny had just watched the one called Wolverine leave the building and as he looked around he couldn't help but feel angry that such a place existed and what had happened here.

He had visited a few other bases before but they were all empty and each base made him even angrier. Before he had just been doing this because Clockwork had said that something was going to happen in the big picture sense but now that he saw this he knew that he had to stop these weapon x people.

They were worse than Vlad and to him that was all the justification he needed to kill them. The world would be a better place if they were wiped away.

The Fenton part in him didn't want to kill anybody but the Vlad part in him called for vengeance for all the people killed and to destroy these monsters and he agreed with that part of him.

He would hunt them down and get rid of them all.

"Hawkeye this place is empty too." He said his communicator in his ear transmitting his message to Hawkeye who someone got to stay in New York while he had to deal with this mess.

"Move on to the next one then." He said while sounding like he was eating something. Danny was hoping that the next place was somewhere colder at least and with that he flew off.

 **0-0-0-0-0-0-0-0**

Clockwork was now focused on Tokyo, Japan where the X-men Cyclops, Colossus, and Storm were in an interview.

Colossus was talking about why they were in Japan. They were trying to highlight the plight of "Genetic prisoners" in China and south Korea and to show the world that there is more to mutants than just The brotherhood that used to follow Magneto.

Clockwork watched as he went to mention the Xavier school and the reason that it was set upon and its goals.

"You know, you're surprisingly articulate for a big Russian farm boy that's only been in American ten minutes. Did professor X write all that down for you?" Storm as question as they began to walk outside the building.

"As you're perfectly aware, I was Nine years old when they smuggled me into America, Storm. You're the one who learned English from John Wayne movies in morocco." Colossus said in response.

"Personally, I think you're just jealous that website named me world's sexiest mutant and you came two places behind beast." Colossus said and he was truly shocked when that happened.

"Do I look like I care about a poll by a million Japanese teenagers? They probably thought you were the new digimon or something anyway." Storm said as they walked by and Colossus was happy that no one was screaming at them or in fear of his metal skin.

"Man, back home, we save the president from magneto and we still have to hide behind our code names for our own protection. Out here all we have to do is show up in our costumes and every girl in Tokyo is slipping us their cellphone numbers." Cyclops said amazed at how the world had changed after they stopped magneto.

Clockwork was paying more attention now as this was the most important part.

"It's just that quaint obsession the Japanese have with whatever is coming next, Cyclops. Genetically I suppose we are the most fashionable creatures on the planet right now." Colossus said as they exited the building and headed for the plane.

"Easy with those optic blast, Scott. These are probably the only six hundred people in the world who actually like us, remember?" Storm said as they started signing autographs of the people surrounding them.

Colossus was so busy signing in the metal form of his he never noticed when someone in the crowd had touched him or if he did he didn't pay it any mind.

"Even so I still have a tendency to associate very large crowds with angry lynch mobs Ororo." Cyclops told Storm as he told the blackbird to begin its descent.

The blackbird was now visible and sucking them up into the air and that was when Storm noticed that Colossus wasn't feeling well and that he looked in her words "less shiny".

"Me. Oh I'm fine, Storm." He replied saying he was more jet lagged than he thought and his eyes met Rouge's even though he did not know what just happened.

 **0-0-0-0-0-0-0-0**

"Well did you find where those freaks have holed up or what?" Wraith asked X-7 or Rouge depending on how he felt like calling her.

X-7 told them she did with that southern accent of hers and asked if that meant he wasn't going to break her arms and legs when she got back to base and him feeling a smirk on his face said

"Now you know that depends on how bored we get, Rouge." He really loved this job and in particular this mission. When he got his hands on Wolverine again he was going to make him regret giving him these scars. His girlfriend couldn't stand the sight of them.

He would make him pay for that.

It was time to settle the score.

 **0-0-0-0-0-0-0**

Clockwork was now watching the Xavier institute up in upstate New York he had been following Wolverine and Cyclops as they got the Russian who was threatening Colossus's family to leave him alone, Beast and Storm having a picnic, Iceman returned from his time away and Marvel girl was talking with the Professor as Wolverine rode away on his motorcycle looking for weapon x and his past.

Now it was time Clockwork thought as he watched night begin to fall and he split his attention between all the screens that were watching both the inside and outside of the manor.

In the bushes Wraith ordered the men to aim for the kitchen and to kill the lights as he wanted the psychics who were talking with Cyclops out of the fight first.

"Hit the floor." Cyclops shouted as he saw the sniper trails on Jean/Marvel girls arm and the professor's shoulders. Their confusion didn't last long as bullets began firing.

"Stand back and hold your breath gentlemen, it's time to release the juggernaut." A soldier said as they opened a huge trailer that they had brought with them.

"Four down, four to go. They're all yours now, Sabretooth." Juggernaut said he was a huge guy with a helmet on his head that went down to his bare chest and crossed in an x with ripped green pants and black boots with yellow laces that crossed over.

With an explosion Sabretooth and a few soldiers entered the building.

"Oh yeah? Tell me what to do again and those ears of yours get a place on my victory necklace, Juggernaut." Sabretooth said his tone full of humor yet very serious.

He came face to face with Storm who was not happy that someone had just attacked her home and her friends.

"Well, well, well. Look who's trying to show the world what a dangerous little girl she is huh?" He said and questioned while raising a bat to bring down on her before Beast got involved.

"Get away from her!" Beast shouted while Sabretooth was about to swing down and was charged bat him.

"Oh! What's the matter monkey-man? this lucky lady your girlfriend or something?" He questioned while looking at him out of the corner of his eye and just as Beats got close he swung out his elbow hitting him in the face and said

"Well, she's our girlfriend now, fatty!" With that Beats was knocked unconscious.

Clockwork turned back outside to where the others were and saw that Cyclops was fighting the soldiers.

"The soldiers are having the time of their lives out here, sir, but this kid with the optic blast is a real pain in the backside" a soldier said to Wraith who was looking at the scene through binoculars.

"Intelligence figured Cyclops would be the last to go down, soldier. They say he's kind of protective of his classmates, but we'll soon beat that out of the little runt." Wraith said he was planning on beating that out of him to the point he would slit their throats for an m&m.

Clockwork watched as Nightcrawler teleported behind Cyclops and took his visor after that it only took a hit took the back of the head by a pot to bring him down.

Wraith then asked Sabretooth about the situation he was in and wondered if they had met yet but he was angry when he found out Wolverine wasn't even there.

Wraith turned away from Sabretooth when he felt that it began to get colder.

"Who in god's name…?" He asked before breaking off as he saw Iceman walking down the steps of the institute.

"Like you need to ask, soldier-boy." Iceman said as he began to freeze both the area and the people to the point that icicles starting appearing on them.

"Leave my friends alone and get out of here, or I swear to god I'll freeze your eyeballs like they're… man, you know what I mean." He ended losing or not possibly not even knowing how that threat would end. Wraith just called out to Rouge who was currently holding onto Marvel girl.

"One step ahead of you Colonel Wraith." Rouge said as she used her powers to absorb Marvel girl's.

"Ain't that right, Bobby Drake?" Rouge said as she went in Bobby's head and tapped him in the memory of when he had surgery for his appendix this time without the anesthesia.

That put him down and he was collected along with the others. Sabretooth was promising Wraith that he would bring him Wolverine and gave him his word and his response to that was this.

"Oh I know I do Sabretooth because if he isn't, you and that healing factor of yours are doing another six months as a crash test-dummy for N.A.S.A., Honey pie." Clockwork scowled at them both they truly were horrible people.

"Hey, hold up. What's that mark on Xavier's head?" he said before looking down at the circled number eight that they had drew on his head.

"Man, you guys are just getting worse, you know that?" Wraith questioned them feeling amusement at the situation and mocking the unconscious Charles Xavier with how even though they said they got the president on their side and their talk of humans and mutants working together that there was a war going on and how Xavier and his student preaching about peace and understanding had just joined the side of their competition.

Clockwork watched knowing that soon they would be taken down because in another screen showed Danny finally finding the Finland facility.

 **0-0-0-0-0-0-0-0-0**

"Finally." Danny said as he was looking at an active facility. It had been three weeks since he had been given this mission and not it was almost over. He hadn't expected it to take so long he had thought it would be a few days at the least a week at most.

He had left a duplicate with five percent of his power to stay in New York to keep up appearances but it was starting to fade away.

Luckily there had not been that many ghost attacks and the criminals that were in the city were being dealt by a Spider-man. It was strange but no more so than anything else in the city or world so he went with it.

There had been an attack by a goblin monster but the duplicate said everything worked itself out so he wasn't worried. Now he had to focus back on his assignment.

"Hawkeye, I found the facility and I am going in." Danny said and got a confirmation but it sounded like Hawkeye was distracted and focusing on something else.

Anyway Danny was in the air looking down on the building from the sky and was about to phase right through it when he noticed that there were two guards drunk and walking into the forest.

Knowing that besides the tortured mutants that were in cells there was no other innocent group Danny began to follow them.

They were talking about a new group of mutants that they had captured and what fun torturing them was going to be so Danny did something that he considered perfectly reasonable.

While sneaking up behind them completely invisible he phased his hands right through their chests and ripped their hearts out before dropping both hearts to the floor.

The soldiers followed not soon after.

Danny would have liked to do more but there was a chance they would have started screaming or alerted the other soldiers. Danny did not have time for that he wanted to get in and get out and forget this whole mission.

Phasing the bodies under the ground so no one discovered them Danny turned invisible and flew right through the building looking for the cell of new mutants.

 **0-0-0-0-0-0-0-0-0**

"So what went wrong?" Wraith asked sitting across from the director of S.H.I.E.L.D Thaddeus Ross while in the background Ross's security team and Sabretooth stood.

"Unfortunately, all our backup agents were shot and Nick Fury was neutralized ten seconds later, colonel." Ross answered it had supposed to be a simple mission go to Delhi and stop the illegal experimentation on mutated genes that was in violation of the united nation law against creating people with super powers.

"Form what we have in able to gather in the past twenty-four hours, this entire underground facility has been moved one step closer to the Kashmir border and every secret in Nick Fury's brain is currently up for auction for any terrorist with a master card." Ross said explaining the dangers of the current situation.

"Not exactly S.H.I.E.L.D.'s finest hour Ross." As always Wraith was always ready to state the painful and obvious truth.

"No, colonel Wraith not our finest hour at all. Which is why, of course, we are here talking to weapon x. We want Fury back, the mission completed and the man behind the Indian genome thing working for our tech-division by midnight tonight." Ross said sternly.

"Do you think you can help us?" He asked Wraith.

"Ordinarily, I would complain about our usual lack of manpower, sir but I think you'll be interested to hear about some talented, new recruits we picked up recently…" Wraith said but waited until Ross was closer and interested before he said

"… I believe the newspapers are calling them the X-men." He finished thinking back to the mutants and the harsh training he put them under. Both to teach them to follow orders and others for just he laughs.

"For god's, sake John! are you out of your mind? it's hard enough keeping this place under wraps as it is without your kidnapping mutants who're on first name terms with the president of the united states." Ross ranted unable to believe what he had just done.

Wraith response was this.

"Charles Xavier was the only one with a direct line to the big man and we already shot him, general. Those mind powers of his were just too much of a security risk."

"This just gets worse and worse." Ross said as he imagined the consequences of what Wraith had done.

"Well what were we supposed to do? Make do with the second stringers from Bosnia?' Wraith said but didn't stop.

"I can't create a S.H.I.E.L.D. response team from fourteen-year-old teleporter, a human juggernaut, a Marilyn Manson fan who can kill you if she touches you and a poor man's Wolverine." Wraith ranted. There were more useful mutants out there and he was stuck with what he considered the reject pile.

Sabretooth did not like the last part of his rant though.

"I'm sorry Sabretooth but it's true." Wraith said as he and Ross watched as Dr. Cornelius began to experiment on the Beast.

As they watch the process to enhance the Beast Ross began to ask if they had gotten Wolverine back because despite all the faults of this having him back in weapon X would at least be a positive.

When Ross found out they couldn't find him he didn't take that well and stormed out saying the following words.

"Just do your job and get Fury back, colonel I miss the intelligent conversation."

 **0-0-0-0-0-0-0**

"You know I think we should make some kind of formal complaint to colonel Wraith about this, Rouge." Juggernaut said while eating a sandwich to rouge who was reading a magazine.

"I appreciate them having to move us while they're repainting our cells but did they have to put us in front of these ugly turncoats all day."

Rouge didn't respond to him however Cyclops did.

"What? where do you even get off calling us turncoats, man? we wouldn't even be in here if it wasn't for you idiots." He said to the cell across from them.

"Yeah, well, Juggernaut and I could say the same dang thing, Cyclops." Rouge said in response to him.

"I'd be fascinated to hear how you came to that conclusion, Rouge we weren't the ones who led G.I. joe and his friend to Professor Xavier's mutant safe house." Cyclops said crossing his arms facing angry at what their lives had been lately and the reason behind it. Namely the people across from him.

"No but you sure as heck backed 'em up when magneto made his play for Pennsylvania avenue." Rouge said reminding him of when he was working with magneto.

"If Y'all hadn't sided with Neanderthal man back there I reckon we'd all be sipping milk and honey in Magneto's promised land right now." Rouge said

"Oh, don't give me that brainwashed cult garbage sweetheart. That lunatic guru of yours was willing to enslave an entire species, in case it slipped your mind." Storm said back to her.

Blob's response to that was "Only so he could replace it with something better, Storm you'd be singing a different tune if you had seen the blueprints he put together or the ten mutant commandments he had tattooed on his back." And turned to Cyclops talking about his time on the savage island where he stayed with the brotherhood and Magneto for a while.

Cyclops and Blob then began to argue over how long they would be staying with Cyclops saying the president would help them get out and reduce this place to rubble while Blob argued that weapon x was so higher than the president's clearance level.

It required Jean to break it up and get Scott to pay attention to her while she tired helping Nightcrawler.

She brought him into his mind and found one of his happier memories back when he was younger in the Bavarian Alps. He was shocked before he learned it was in his mind as he thought that the bombs in their heads would detonate if they tried to leave the facility. He did imagine her in her underwear though but she paid it no mid as that was what everyone did.

Scott brought them back when he heard footsteps approaching. In walked Hank McCoy held up by soldiers while Sabretooth walked in front with eyes filled with cruelty and amusement.

"Henry." Bobby called as they saw what had become of him.

"Oh dear god." Is what Colossus said. Originally the medicine that Hank had been taking had turned his hair blue but whatever Cornelius did to him it turned his whole body from head to toes blue.

With a dazed look on his face they tossed him into the cell with Storm. While Cyclops was angry over what happened to him Blob came in and said this.

"Yeah, you must be real proud for saving the human race, Boys and Girls I take back everything I said that was a really good call. Idiots." Blob said and after Cyclops, Nightcrawler, Beast, Colossus, Iceman, and Marvel girl were taken to India along with Sabretooth and other soldiers to get Nick Fury back.

 **0-0-0-0-0-0-0-0-0-0**

Danny was invisible and intangible moving through the building. Walking through wall and moving up floors trying to find the new mutants. He had overshadowed a few guards and searched their memories for the cells but the ones they knew of were empty.

He had reached a cell that he saw had mutants in it and was about to rescue them when he saw that the guards were taking them for a mission.

Figuring it would be best to wait until they were all back so he could make sure no mutants were being experimented on like the big blue guy they just tossed in a cell.

He did have to fall through the floor to make sure that the one they called Sabretooth didn't smell him since according to the file he had super senses and super strength because that would complicate things.

Danny didn't even know if he had a scent while invisible but he wasn't willing to take that risk when other lives were involved.

Rouge and Juggernaut were another problem entirely. They worked for weapon x because they were being forced to but that didn't man that they would help and or trust him f he said he was there to free them especially not if they found out he was working for the government.

Especially the same government that put them here and tortured them.

Remembering Clockwork's words about Rouge he took a deep breath and decided to just go for it. He would just have to improvise if things went wrong.

Despite all that he still had a grin on his face because now once and for all it was time to destroy the weapon X program.


	4. Destroying Weapon X

**Author's Note: Danny's story will take place in mostly ultimate spider-man and ultimate X- men mostly because they have the biggest number of stories but he will know the Ultimates and the ultimate fantastic four.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter 04: Destroying Weapon X**

* * *

There they were about to raid and illegal base and steal a scientist for their government. It was not something that any of them had ever thought they would do.

Cyclops, Nightcrawler, Marvel girl, and Storm could feel themselves grow tenser as the seconds passed.

All though there was only one mind reader in the group they all knew what they were thinking. It was that they hoped that they didn't truly have to kill anyone. There was a slim chance for that hope to come true but they still wanted this mission to end this way and to escape from Wraith and the rest of weapon X.

Storm couldn't bring the lightning so they had to settle for rain to distract the guards that were in front of the doorway into the facility.

Nightcrawler teleported to the door and pressed the button saying "Verdamtte Auslanders." Nobody really knew what he was saying but it sounded like an insult.

As the soldiers were enjoying the rain in the snowy mountain and looking up at the rising door one turned back and came face to face with the group and more importantly Cyclops.

"If it's any consolation, I am incredibly sorry about this, gentlemen." with that said Scott fired an optic blast that brought them all down. None of them were spared from the blast.

With no one standing in their way the group of four began to move deeper into the base.

"Oh Cyclops you're such a boy scout. When are you going to realize you're not an X-man anymore, honey. You don't have to keep holding back with those low-impact optic blasts." Cyclops least favorite person said and Jean responded before he could.

"Perhaps Scott doesn't take as much pleasure in hurting people as you do, colonel." Jean said angrily over what they had to do. He knew she meant this wasn't what they were trained for or the way they were meant to use their powers.

"You know in six months you are going to find that sentence just as hilarious as I did Marvel girl." Wraith said and that meant they really needed to figure out a way to escape before said time. Who knew how many dangerous mission they might be sent on if they didn't.

"Beta-team are an estimated three minutes from Nick Fury's train colonel Wraith and standing by." A scientist said over their ear pieces. They were worried for Bobby, Hank, and Colossus but they didn't have the luxury to worry about them now so they had to continue.

 **0-0-0-0-0-0-0-0**

Taking a deep breath Danny came up from the floor to the cell that held both Rouge and the Juggernaut. He really needed them on his side if the plan was to work.

Trusting in Clockwork he made himself visible to the two members of weapon x.

"What are you doing here? Who are you?" Juggernaut demanded clearly getting ready for a fight and Danny couldn't let that happen. Too much noise would draw attention here and that was the last thing he needed.

When he extended his palm the Juggernaut began to float and was stuck against the wall and for the insurance of keeping his mouth shut Danny blasted him his mouth with ectoplasm to prevent him from talking.

"Listen I am here to break you and all the other mutants out of here so please stop struggling." Danny said as the juggernaut kept trying to move on his arm Danny could see the number and letter X five. He wondered why the Juggernaut was struggling so much when he was trying to free him. When the Juggernaut finally stopped struggling he had thought that he was either convinced or had been willing to listen. He knew he was wrong as soon as he saw that grin on his face that people only had when they knew something someone else didn't.

Before he could even question him he felt a hand touch his face. To the shock of the entire cell the moment that Rouge touched him that nothing happened. Her power to absorb the powers of others wasn't working on him.

Danny watched as the other two struggled to understand what was happening. Juggernaut just looked stunned that he was fine and then angry when he realized that he was still trapped.

Rouge looked like she couldn't believe that there was someone that her powers did not work on. From what the file gave on her past he could guess how she was feeling.

Danny however all he felt was annoyance. Clockwork with his vague warnings could have just told him that he wouldn't be affected by Rouge's powers.

"Ah can touch you." She said amazed as she started holding and turning his face with one glove on and on off.

However, while she had interesting brown and white hair, and a pretty face Danny was bothered by the fact that she was invading his personal space. Just as Danny was about to back away from her she did something that he was not expecting.

She kissed him. She had brought her arms around his head and dragged his head to meet hers and just kissed him. Danny just wrapped his arms around her and didn't fight it. It was his first one after all. Probably hers too so he would enjoy while he could.

It took the Juggernaut falling to the ground to alert him that while he and Rouge were having fun his control over the red haired giant was slipping.

So before Juggernaut could even get up Danny combined his superhuman strength with his power augmentation for a punch that knocked the juggernaut old cold.

Danny was definitely having words with Clockwork once he got home. However, there was no time for that he had to move now because who knew when the others were coming back. So he placed the ear piece in Juggernaut's hand and overshadowed him.

Once he was in control of the Juggernaut he took a seat and stared at Rouge who was staring at him in confusion.

"I'm Phantom. I am a hero here to free you and the others now will you listen?" Danny asked in the red haired giant body of the Juggernaut to the girl he was just kissing. He was in a very awkward situation right now and he really didn't like it.

"Hawkeye this is Phantom." He waited about ten minutes until he got a reply.

"Really because this sure doesn't sound like the kid." He said in clear doubt and suspicion probably ready to break the device, call the mission over, and abandon him.

"I overshadowed the Juggernaut." Danny said impatiently.

"Overshadowed?" Hawkeye said not knowing the meaning of the word.

"It means I possessed him." When he finished saying that Hawkeye got creeped out and it took a while to convince him but he finally accomplished it when he told him how he met Fury before the mission began.

When Danny learned about what was going on with Fury he just couldn't help but sigh and hit his head wondering why he had to suffer through this then he remembered the deal he made to live and began banging his head well Juggernaut's head against the wall as he realized he had agreed to this way back in the beginning.

 **0-0-0-0-0-0-0-0**

Flying on Jetpack's was totally amazing in Bobby's opinion and this situation would have been amazing if they weren't being forced to attack and hurt people and be threatened by their own government.

"Iceman to base. We're locked on target." Fury was on that train but all he and Hank had to do was take down the helicopters. The rest was up to Colossus. Thinking about Hank Bobby turned to the man that was nicknamed Beast and believed fate was a really cruel thing.

Honestly now he just hoped they survived this mess.

A they flew closer Bobby froze the control of the helicopter quite literally and watched as people started screaming at the sight as they crashed to the ground.

"Two down one to go. They're all yours now, Colossus." Colonel Wraith said over their comms like Colossus could just stop a train. Nobody really knew if he could. We hoped he could and Wraith expected it for a guy with super strength but no one was really sure he could not even Colossus himself.

"I hate the way everyone assumes I can just do stuff like this colonel. super strength comes in varying degrees, you know. It isn't just a general term for strong people." Colossus said as he stood on the tracks and prepared to stop a train. Hopefully.

Bobby did not know if he could do something like that with the knowledge that he might die if he fails.

"For all you know this train could squish me like a bug." He said and Bobby could imagine it. It wasn't a pretty picture but Wraith did not care for Colossus or any of us and so his reply didn't shock either of them.

"That's a risk I am prepared to take, baby."

Colossus stood still clearly prepared to stop the train even if trying would kill him. Bobby just hoped that it didn't He didn't want to lose his friend because of a stupid train.

 **0-0-0-0-0-0-0**

John Wraith stood back at the weapon X facility and watched as the train crashed and the Beats began to complete his part in the plan. He still found it funny when he heard he kid's code name. He wasn't a believer in fate but he would admit that lady luck clearly didn't favor this kid.

"Wraith to Beast I hope you've adapted to those surgical enhancements Dr. Cornelius gave you Mr. McCoy because that girlfriend of yours loses a digit for each scratch we find on Nick Fury's face." He said to both motivate him and make him mad because Wraith just found it funny and he enjoyed his work.

"Touch Storm and I'll kill you Colonel." Beast said calmly to no effect and to push his button even more he replied.

"Oh I'm shaking in my boots, college boy. what are you going to do? hurt me with some well-observed quip?" and then he said

"That big brain of your means nothing to us, freak. Step out of line and we'll detonate your skull like a grenade." As he saw Beast grabbed Fury he turned away and returned to the other half of the mission with Cyclops or X nine and those lot.

They had found the target and were confirming the image had been received though the badges they wore.

What they were looking at was a thing made of fifty-seven different variety of mutant genes spliced together to create the biggest threat to the peace process the region ever saw and he told them that too.

"At least catching it in its incubation stage should make it easier to kill the blasted thing." Wraith said as he looked over the image on the monitor.

Cyclops was whining about it being alive or some other nonsense that he didn't really care about and so he told the boy the plain and simple truth about that thing.

"This beast has twenty-two hearts and no recognizable brainwaves Cyclops. It is just a melting pot of genes and no more human than you are Cyclops." Wraith said as he reminded Cyclops of how he was seen as a weapon and so his feeling did not matter here in the present and the future.

"Now hurry up and pull the plug before base security finds out where you are hiding, boy!" and it took X three or Nightcrawler to tell the boy that I was right.

Three guards rushed into the room and started firing so Nightcrawler had to go and get them out. Maybe. He still wasn't sure on that but at least they had detonated the bomb.

"Do you think they're dead?" Cornelius asked him and so he gave an honest answer.

"They'd better not be, Cornelius. Do you have any idea how difficult it was to find a teleporter out there? Wraith to Cyclops you still out there you little blow-dried runt?" it didn't take long for him to respond and ask a question of his own.

"Quick question colonel. How come no taught Nightcrawler here any basic, entry level English?" He asked not understanding the place he was in so to remind him Wraith gave another honest answer.

"Simple, Cyclops. we couldn't be bothered. Wraith to X-women what's the situation with the brains behind this little enterprise? Any response regarding that job offer we told you to make him?" he asked Marvel girl and Storm. Before someone handed him a piece of paper.

The response from the good doctor was that he was willing to think it through however this paper changed the order and so it was no longer a hiring mission but instead a killing one.

Well that was simple solution. He told the girls that the mission had changed and now their orders were to kill the man. They did not take it well like just like he thought they would and now he was waiting for Cyclops to arrive.

"Are you out of your mind we're not going to kill anybody." Marvel girl protested.

"Believe it or not that's what eighty-five percent of new recruits say in your position Jean hence the reason we developed a clever new backup initiative I'm just about to demonstrate." He said as Cyclops rushed into the room.

"Jean what's wrong we got your distress signal." Cyclops said rushing into the room on the chance his friends were hurt just like they planned and with a flip of a switch Cyclops fell to his knees in pain clutching his head that was about to explode.

Jean tried reason and pleading along with the doctor who began to tell her his life story but when compared to the life of her friend and the guy she flirts with to a man that was going to launch a gene weapon at innocent kids in Pakistan she made the obvious choice despite the fact that Cyclops was pleading with her not to do it.

As the man died Wraith ignored the tears streaming down Jean's face. It was time they realized that this was the army and that pg-thirteen stuff wasn't going to fly. They were weapons and their job was to kill and when they had no purpose or couldn't fight they would be thrown away and killed.

He got a message from another soldier and this one brought him joy. It seems that Sabretooth had found Logan and he was bringing him back.

He had to admit it today was a good day. A very good day.

 **0-0-0-0-0-0-0-0**

Back in the cell Danny with Rouge he could see that whatever mission that the red head and guy with glasses on had come back from had really messed them up. He wanted to break out of here even more but apparently he was to wait for a signal. He couldn't even contact Hawkeye because that would be suspicious so all he had been doing was sitting and waiting and it was driving him crazy.

He wanted to talk to Rouge but every time they turned to each other they just turned away. Danny knew he had no experience with girls. The original's memories were no help in these situations and that made it worse as this was one field he wished he had advice on. So focusing on something else he decided to pay attention to what was going on in the other cells.

"We're going to die in here aren't we?" The ice guy said to the Russian he was sharing a cell with.

"What?" Russian guy asked him.

The kid then went on to say that this was the most dangerous situation they were even compared to fighting Magneto and then it got really depressing even for him and he was half dead.

The Russian guy than tried to cheer the kid up saying that their friend was going to come rescue them and that nothing would stand between them and him. Not even weapon X. of course that was when Sabretooth came in to the picture.

"Well remind me to never get dressed up and hit downtown Vegas with you Colossus, 'cause our ST. Petersburg people recaptured Wolverine six hours ago, big man." He said as two soldiers dragged in the body of Wolverine but it didn't look like how it did all those weeks ago in Arizona where Danny had first saw him.

His clothes were ripped, skin was burning, and smoke was still coming off of him. It looked painful and it was lucky Wolverine had a healing factor or that guy would be dead.

"Believe it or not they found him frozen in a snowdrift with a plastic bag in his hand and hit him with enough napalm to hold the Viet Kong off with it." Sabretooth said gloating and making a reference Danny didn't know of.

Ice dude was in a obvious state of shocked silence.

As he was sitting Hawkeye came and told him that everything was set up all he had to do now was wait. Danny grinned and made a fist waiting to finally destroy this place.

Unfortunately, it had taken a bit longer than Danny originally thought it would be for the plan to go into effect like almost five hours longer. His duplicate would be out of power soon and that meant that he had to merge with it soon so he would know what it was doing with his life.

Apparently something big was happening with given the way the soldiers were reacting. He really needed the information but he couldn't leave Juggernaut alone and not idiot would probably give him away and ruin the plan. He was right where he needed to be so the best he could do was wait.

When the building began to shake and the power was cut freeing all the mutants in their cells began to walk out and that was when the guards knew that they were in big trouble.

The guards tried to back away and run but they didn't get far because standing behind them was the Brotherhood of mutants. The looks on their faces were not kind to all the soldiers that had been oppressing the mutants.

After that it was all a big rush. Mutants running free and getting revenge for the crimes that been committed both against themselves personally and those that had died and couldn't get vengeance themselves.

Using Juggernaut's powers combined with his own made him an impossible target. He could take down countless amounts of soldiers and the body would not be harmed as long as he was careful. Intangibility to avoid bullets and super strength with energy blast for offense. Those guys never stood a chance against him.

Feeling like he wasn't needed there anymore he left Juggernaut's body.

"It's been fun." Danny said to Juggernaut's stunned body and waved goodbye to Rogue.

He then started going deeper into the base for the other parts of his mission.

Now that no one he thought was important was in danger he began to destroy the building. He thought that some people tried to stop him but a ghost ray here and there took care of that problem. he did need to sleep though and he probably wood as soon as the mission was over and he was free.

 **0-0-0-0-0-0-0-0-0**

The building wall came down and out of it came Iceman, Colossus, Storm, Beast, Marvel girl, and Cyclops for the X-men. Scarlet Witch, Toad, and Quicksilver for the brotherhood and Nightcrawler and despite the fact they had fought each other not long ago they all were fighting for the same goal freedom.

The soldiers tried to bring the generator back on but there was no point as Blob had eaten them before they had arrived and so now the soldiers were stuck in a building full of people with super powers they had tormented. Obviously it did not end well.

 **0-0-0-0-0-0-0-0-0**

Beast was on a mission. It was time for revenge. Revenge for what they did to his friends, for what they did to him, and for what they threatened to do to Storm. Moving through the hallways with grace, strength, and agility like he never had before Beast began searching for Cornelius.

"There's no running, Doctor Cornelius. I can smell you, in whichever part of the building you're hiding in." He announced to add even more terror to the good doctor.

"I hope you appreciate the irony, because I wouldn't even have these senses if you hadn't given me this feral snout. Brought down by your own hubris, I like to think of this as poetic justice." He had raged and planned on hurting Cornelius until he found the doctor trying to fix the professor who had obviously been shot.

He was shocked he had thought the professor had been killed when they had been taken from the mansion.

 **0-0-0-0-0-0-0-0-0**

"You know, everyone used to laugh at you behind your back in weapon x. Even the guards." Wolverine said as he and Sabretooth were fighting in the mountains. After he had let himself be captured the soldiers had dragged him out back to taunt him. They burned his past right in front of his face.

Probably explains why he enjoyed the revenge he got when the power went down.

Now he and Sabretooth were fighting once and for all to get rid of the other. They never could stand each other anyway. He would be helping the others but he was promised that was already taken care of.

Ducking under one of his slashes He had questioned continued from his mocking question asking why when everyone else had to be heat tagged or brainwashed into doing their bidding Sabretooth did it for free.

"What was the deal with that, anyways? Were you born stupid, or did you just like the killing?" he asked as he slashed him in the face. Unfortunately, the wound just began healing. His dark elongated nails holding his face were unforgettable and his roar of pain brought him joy.

"Oh I didn't like the killing Wolverine. I loved it and unlike you I knew what I really was." Sabretooth said as he hit him with both hands connected that sent him flying into a tree. He was fine afterwards. The tree wasn't so fortunate.

"We're monsters plain and simple." Sabretooth said as he walked closer towards him.

"I don't dress it up with fancy names like mutant or post human; men were born crueler than apes and mutants and we were born crueler than men. It's the natural order of things." Sabretooth said as he approached.

Going on and on with the hate he felt for himself he began dragging Wolverine while dismissing the ideologies of Charles Xavier and Magneto as being wrong and stupid while he was in the right.

 **0-0-0-0-0-0-0-0**

Danny had been tearing his way through all the soldiers that were standing in his way. He was tearing this place down one way or another but there were a few things that he had to do first.

Finding the computer room where they kept all their knowledge. That was for S.H.I.E.L.D. and the second objective well that was for him. He was going to find Wraith and kill him for what he had done.

Grabbing a soldier that tried to run by him he held him up against the wall with one hand and showed him what a ghost ray at close range would do to a person then he asked him for directions.

It didn't take much more convincing than that. His eyes may have been glowing green to help sell the point but as a reward for telling him he only knocked the guy out. Then once the man was out Danny blasted him to pieces. That was a lot more pleasant than what he had been doing to the other soldiers and scientist that he had run across.

He felt no guilt over his actions. This facility was pure evil and they all deserved what they had coming to them.

Danny grinned as he came upon the room and saw that in there with a gun in his hand was colonel John Wraith himself.

 **0-0-0-0-0-0-0-0-0**

He was panicking wondering how in the world everything had gone so wrong in the span of a single day. It had started out so well He had the mutants complete their mission and used that bald professor of theirs to get rid of Ross and the other generals that were too weak willed to see that he was right.

Weapon x was needed. With how many of those mutant freaks and crazy scientists that were out in the world they needed a program to fight fire with fire. To have the freaks be in danger so that the normal people could live their lives.

He was a hero and the mutants were monsters. What they were doing to this facility was proof of that. He was honestly very glad that he had shot their professor. That man was too dangerous and it wasn't like those mutants would have forgiven him for what he put them through anyway.

"Found you colonel." A voice said and he turned back only to see nothing and no one around him. Cornelius had run off a long time ago to who knows where and he was on his own.

"Show yourself freak." He commanded his gun out ready to shoot the bastard that was messing with him.

"Fine." A voice said and before he knew it he was held up against the wall staring at a kid with white hair and green eyes.

Wraith knew who this was. He was the ghost kid the news kept talking about. He had been planning on capturing him as his powers would have been a grand addition to the project if they got around certain complications.

"What are you doing here?" He questioned only to have to have a hole blasted next to his hand by the kid's fist.

"You aren't in control here. You don't get to ask questions." The kid said and knowing he might be trapped he pulled a grenade out of his pocket. He knew he wouldn't win in a fight against a freak with his powers so as he got the flash grenade out of his jacket pocket and ignited it. The room was filled with light that blinded the freak and with that he ran.

Living to fight another day was more important than pride.

 **0-0-0-0-0-0-0-0**

Rubbing his eyes Danny looked around and saw that Wraith was gone. He had been overconfident. He had no idea that Wraith would have a flash grenade with him. So with his prize gone Danny went to the computer and pulled out a flash drive from one of the compartments in the right bracelet. The bracelets served many functions besides holding a Fenton thermos.

It was like a utility belt except it was for the wrist.

"Hawkeye I got the information." He told him and when he heard that they were on their way he flew above the building and just decided to see what would happen next. He was still going to destroy the place but he would wait for the others to finish what they were doing. They needed justice too.

The X-men and the Brotherhood were working together taking down soldiers. Cyclops and Scarlet Witch were blasting machines, Quicksilver beating up the sliders faster than they could react, and Colossus tearing down building and Blob had caught Wraith trying to escape by helicopter. He was shooting all the soldiers that were trying to escape.

 **0-0-0-0-0-0-0**

Wolverine could feel his lungs filling with water. Sabretooth was drying to drown him convinced that this was the way to kill him. Or to at least give him brain damage so that even if he recovered he would be a vegetable incapable of moving or speaking.

While he was gloating over him Wolverine just decided to shut him up. So pushing his way forward and stabbing Sabretooth in the crotch with his claws he enjoyed a few minutes of Sabretooth's pain before tackling him off of a cliff. He then spent a few minutes watching him fall before crashing to the ground and falling unconscious. He felt a smile on his face the whole time though. The pain would be more than worth it.

 **0-0-0-0-0-0-0-0-0**

"What are you waiting for, Colossus? These people didn't hesitate while torturing you and your mutant brothers. Finish the job before that other S.H.I.E.L.D. team arrives, you idiot." Quicksilver said. He couldn't believe that after everything he would still try to save these people.

"I'm not hesitating here, Quicksilver, my arms just aren't responding to my brain for some reason." Colossus said confused as he held up two pillars to the building.

"That's because I'm disrupting the signal." Jean said and all of them were shocked even Cyclops. She then went on to make a speech about how we would have to go through her if any of us wanted to kill the other soldiers.

"Forget the idiots in the canteen Marvel girl! this idiot said he is going to eat me!" Wraith cried out as Blob grabbed hold of the helicopter that he was trying to ride out on.

Cyclops questioned her about why she could do this especially after some incident in India that happened before we rescued them. She argued that they had to be above petty revenge because they were homo superior and that it was how you became an X-man or some nonsense he really didn't care to be honest.

Then she told them that Beast was helping this Cornelius guy fix the Professor and if he could move on so could they.

"Please you know I'm right. Don't make me fight you just because you are angry at a bunch of mother-fixated emotionally detached abusers in there." She pleaded. He wasn't the only one in disagreement with her because one mutant with brown hair with white stripes said this.

"Girl, somebody needs to shut you…" she didn't get to finish because Iceman froze her hand and then the X-men started being the X-men and told us that they weren't going to help us kill the humans.

Storm wasn't listening to their nonsense and still wanted revenge. Cyclops said something that turned her anger from killing the remaining S.H.I.E.L.D. troops and turned her anger towards Wraith and his helicopter which Blob just had sent flying.

Storm had ignored their pleading and sent a huge bolt of lightning right at him that destroyed the helicopter and would have taken him along with it.

Nightcrawler however didn't let that happen.

As they made it safely out of the explosion he explained his reasons. Apparently he felt enough lives had been ruined in this place and he wasn't going to let Wraith turn Storm into a killer too. He told her as much.

That sentiment however left him at the mercy of Wraith and as he pulled a gun on him like all of us in the Brotherhood knew he would we prepared to move.

The sound of bullets had us stop in our tracks though. Nightcrawler wasn't the one shot though. Instead it was Colonel Wraith himself who was shot and by a guy with an eye patch and a white suit.

 **0-0-0-0-0-0-0-0**

"Nick Fury, agent of S.H.I.E.L.D. I don't believe we've met, Cyclops." he introduced himself as he pulled up with his soldiers and their guns. The kid had pulled it off and found the facility and that led them here and looking around the facility and knowing the situation that happened with Ross he couldn't help but feel that he had made the right decision recruiting the kid.

After all, that they went through they were no pleased at the sight of him. In fact, they had clearly been willing to fight him with the last amount of strength they had even knowing they would fail and fall.

Of course they were distrustful when he told them that they could all go home and it wasn't until Wolverine came and boasted about how he beat Sabretooth and told them that he was working with them to find his friends that they believed him.

He watched them all leave as his agents raided the facility before he turned to the kid.

"I hear you can possess people." Hearing that from Hawkeye made him wonder how in the world the kid got his powers and how lucky they were that he was working for them but it also made him want defenses against that and a way to take the kid down if it was ever necessary.

Covering all bases against friends and enemies was Nick Fury's way.

"Yeah common ghost skill." He said like it was no big deal and that made him want to learn even more about them but he figured that was a conversation for later. He knew where the kid lived after all.

"So did I pass your test? Am I a S.H.I.E.L.D. agent now?" Danny asked staring at him and frowned when he shook his head.

"Kid you were never going to be a S.H.I.E.L.D. agent." Fury said and almost cracked a grin when he saw the kid's eye pop out of his head.

"Then what in the world did I do this for?" He asked shouting and drawing attention. He would have to be taught to be subtler in the future.

"Kid I am starting a superhero group and this was a test for that." Fury said and watched as the boy nodded doubtfully but calmed down.

"Are there others chosen yet?" Danny asked. There were but he wasn't going to tell him that. He would meet the others when the times was right and it wasn't here or now.

He was the director of S.H.I.E.L.D. now and it was time for a few changes.

"You aren't going to even answer me?" He said but Fury just walked off. It was fun messing with him. Kid had spunk.

"I'll call you when you have a new mission." Fury said as he left with the other S.H.I.E.L.D. troops.

 **0-0-0-0-0-0-0-0-0**

Danny was so annoyed at what just happened that as he watched the ship take off. He had declined a ride because he needed the space. Knowing now that the team is what Clockwork wanted him to join made Danny wish that he would have told him more from the beginning.

However, he also knew that it wasn't going to happen and that he should just continue onward. It was what he promised himself when he made his name.

Flying back to New York from Finland would take hours in a plane but for Danny it took a lot less time. He was going to head home absorb his duplicate and get some well-deserved rest.

He would have at least if he hadn't noticed somebody falling off a building. Giving a sigh he sped up to catch the person before they fell.

Creating a light in his hand and looking at the person he was holding he was surprised. It was a brown haired teenager wearing a red and blue suit with a spider on it. He looked like he had been beaten up.

The thing was the kid looked familiar. Looking closer Danny remembered that he was a kid in his class. He didn't recognize him at first as well he doesn't truly go to school the duplicate of him did. He didn't have more memories of him as he had been gone a while and hadn't gotten the duplicates memories.

This was Peter Parker. Danny wondered what he was doing falling out of building so late at night.

He would ask him when he woke up. Placing him on the roof of a building Danny sat down and waited wondering when this night would finally end. He hoped it would be soon though.

* * *

 **Author's Note: This is the end of the weapon X arc and we move into the Learning Curve. Yes, Danny and Rouge are a pairing but not soon. Danny is going to go through a lot more trouble before he and Rouge eventually get together.**

 **Verdamtte Auslanders apparently means bloody foreigners**

 **Read, Rate, Review, Please and Thank you.**


	5. Taking down the Kingpin

**Author's Note: I had to move a few of the story lines around as Ultimate Marvel's timeline is really confusing with all the delays and references and no actual months or weather changes for some stories like Spider-man. To people who turned out to be younger when their comic came out but mentioned before as older like Reed Richards.**

 **The set up goes like this.**

 **1)** **Danny arrived**

 **2)** **Magneto attacked white house**

 **3)** **Peter got his powers and goblin attack, The Lizard, and meeting the hulk**

 **4)** **Weapon X**

 **5)** **Learning Curve**

 **Danny still has to meet the fantastic four and doom before Ultimates 1 happens.**

 **Author's Note ends**

 **Disclaimer: I don't own Ultimate Marvel or Danny Phantom**

 **Read, Rate, and Review**

* * *

 **Chapter 05: Taking down the Kingpin**

* * *

Danny didn't have to wait long for Parker to wake up. In fact, it only took about ten minutes for his brown eyes to open and see where he was.

"What am I doing here the last thing I remember was being thrown off a building by Fisk?" Parker question rubbing his neck.

"Is that a thing you do a lot? Get thrown of off buildings?" Danny asked because he wondered how annoying you had to be to do that to a person and how rich because otherwise you would likely get arrested. Peter could have died if he had not been there to save him.

"Who are you?" Parker asked as he finally noticed that he was there staring at him and sitting on the floor with a bored looked on his face.

"I am the guy that saved you. I'm Phantom, who are you?" Danny asked since he wasn't supposed to know who this guy was.

"I'm Spiderman." He said trying to look impressive and it wasn't working that much.

"Doesn't Spiderman wear a mask?" Danny questioned him and at that the kid began reaching for his face and taking a feel.

When he realized that he wasn't wearing a mask he began to panic and pace around so much that while Parker was focused on nothing but complaining Danny was worried that the guy might create a hole in the building and well he couldn't have that.

With Nick Fury constantly spying on him he might try to make Danny pay for the damages. He was the kind of guy that would do that to him.

"Parker calm down." Danny said and grabbed him by the shoulders. That however made him freeze in shock before he jumped back clearly wary of him.

"How do you know my name?" Parker questioned him.

Danny knew that there was only one way that Parker would tell him the truth and that was if he showed him who he was and so giving a sigh he did.

0-0-0-0-0-0-0-0-0

He watched as two white rings went around Phantom. Watching as one traveled up his body while another went down. When they finished standing before him was the kid from his class. Daniel Masters.

The two had never really talked before the kid was usually quiet and only answered questions if they were directly asked to him but he was smart.

Wondering how this was possible Peter asked him about how he got his powers.

"Science experiment." Danny said as he changed back so quick that if he blinked he would have missed it. He had changed from the dark short sleeve shirt and blue jeans with white stripes into a jumpsuit.

His hair and eyes had changed as well. He thought Danny was lucky he didn't have to find a place to hide his costume or hide behind a mask for worry of putting his family in danger.

"So you want to tell me what happened." Feeling the need to talk to someone he began telling his story. About the spider bite and Norman Osborn and the events that led to trying to take down the Kingpin.

Danny didn't say anything while he was telling his story. He was the first person he met with powers that wasn't a crazy person or a science accident.

"Do you need help?" Danny asked and Peter wasn't sure he heard him right.

"What do you mean?" he asked wondering why Danny wanted to get involved in a fight that didn't concern him. He needed to fix the mistake he made that allowed his Uncle Ben to get shot.

It was his responsibility.

"You seem like the stubborn type." Danny said "If I left you on your own you would probably try again so I am going to help you so you don't get killed."

"Fine. Thank you." He said. It was true he would go up against Fisk again but he would have to have a plan so that it didn't end up like this again.

"Do you need a lift?" Danny asked as stared at the building he had saved me from falling off of. he shook his head. He had everything he needed and he wanted to think somethings over on his own.

When he told him that Danny just shook his head but he still flew off into the distance.

With that and noticing how late it was he hurried off of the building and found his backpack that had a spare set of clothes.

Putting it on over the costume he had begun to walk home feeling depressed over what he had accomplished and in his opinion they were in the negatives.

0-0-0-0-0-0-0-0

Walking home in his brown pants and blue long sleeve shirt Peter started going over what had happened.

First the whole incident with him being found with Ox, Montana, Fancy Dan, and Mr. Big had ended up with him being accused of working with the mob.

Then when he had gone to confront Fisk the bad day had only gotten worse. He had gotten caught before he had even found anything and then that Electro guy had electrocuted him.

Electrocuted him. If that wasn't bad enough his mask was taken and he was tossed out of the building and now people had seen who he was under the mask. It was pure luck that no one knew who he was.

He could have died and then he had to be saved by Danny.

Knowing that a classmate of his was a superhero too was interesting to Peter but still the way his life was becoming was ridiculous.

As he saw his house he felt like he needed a nice long, deep sleep. His body still hurt from the electrocution.

Of course one he got in the house he had to reassure Aunt May that he loved her as she was feeling depressed about Uncle Ben dying and the fact that due to him being Spiderman he was out of the house a lot. Not to mention working for the Daily bugle. It was hard work being Peter Parker.

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He had been planning to sleep in on Saturday but his phone had begun to ring so despite the pain he was still in he woke up and answered it wondering who would be so evil as to make him wake up and move when he didn't want to.

It was Mary Jane.

"What's wrong?" She asked. He so wanted to tell her what the problem was but it wasn't safe for her to know. Wilson Fisk knew who he was. He may not know who Peter Parker was but he knew his face. It was too dangerous to let her know now but maybe afterwards when things had calmed down.

"I'm ah not feeling so well today." He told her both a truth and a lie. He was getting used to doing it more since he had gotten these powers.

"How not well?" She asked not the type to let things go and despite how much he wanted to go out with her tonight just wasn't the right night and so he asked if they could blow tonight's date off and reschedule.

She did not take it well. He had to refuse her asking if he didn't even want to rent a movie. He held a wince in as he heard the line die on the other side.

He was extremely sorry and would make it up to Mary Jane later but for right now he had to make a new mask.

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When you are the boss you have to deal with all sorts of annoying problems. Whether they be people that are against you, working for you, or both.

Wilson Fisk was the Kingpin. He ran the underground criminal network in New York. If you were a criminal, you gave a percentage of all crimes to him or his guys would come and well the results were very unsavory.

Wilson Fisk didn't like dealing with things personally. As the boss if you had to intervene then someone somewhere was making a mistake. Mistakes in this business were costly and deadly.

"What do you have there, big guy?" Mr. Big asked as he had summoned both Electro and his enforcers to meet with him over a certain guest that arrived last night.

"A souvenir. This certain gentleman came to see me last night." He said as he held up Spiderman's mask for them to see.

"How about that? So what do you think of all them costume critters poppin' up all over the place?" Mr. Big asked like I did not know that him or one of his guys sent this kid my address.

"Dan here thinks it's a fad? Like what do you say? Like break-dancing." Big tried to be funny it wasn't working.

"Well regardless, this one broke into my office and almost ruined my dinner party." He said as he brought the problem to the group. There was no one allowed to ruin the image he maintained to the general public.

That would bring the police and the feds. He didn't need that attention.

"'Almost ruined your dinner party?' Do you hear yourself? You sound like that Skavootz Martha Stewart." Big said smoking a cigar. The others were quiet as they held the proper fear of him. Of the terror and trouble Wilson Fisk could produce.

"Seems to me that you've elevated yourself beyond us common thugs. It's a wonder you even bother with us at all anymore." Big said trying to scare and intimidate him. It didn't work but it did clear things up and now it was time to make him pay for it.

He kept going on without hesitation. Of course when his crew turned on him and held him down. As they chose a side between the two of us and that he realized that he was alone then he began to feel fear and plead for his life.

It was too late for that though. As he grabbed Big and put the mask on him he felt pure joy over what happened next. Imagining it was both Mr. Big and the kid he began squeezing his head and despite all the screams he didn't stop until that head was crushed.

Frederick Foswell was now dead. Telling the others to dump him somewhere far away from the building he began to desire something to eat.

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Danny turned on the television flipping channels just enjoying his Sunday when he saw that the news was talking about a man found in the East river dead.

Apparently the man was known in the criminal underworld. His head had been crushed with excessive force. The weird thing was that he was wearing a Spiderman mask.

Knowing what happened to Parker and knowing that he lived just across the street he got dressed and headed over. They needed an actual plan if they were going to deal with this Fisk thing.

He had met Parker's guardian. His Aunt May. Turns out that Parker had left twenty minutes before he had left the house. She said he seemed to be in a hurry though she didn't know what for.

Knowing that New York was too big a place to look for a kid that wasn't walking around in red and blue tight he began to walk home. He would have if his ghost sense hadn't gone off.

Looking around he saw nothing. It wasn't until he heard May scream that he turned around and saw that coming from above her house was a glowing green wolf.

"Ms. Parker run inside." He shouted and she listened with no argument. Looking around seeing that no one was around him Danny found a stone near his feet so picked he picked it up and tossed it right at the wolf's nose.

It began to growl at him. It's red eyes clearly angry at him. And with that Danny began to lead it elsewhere. The wolf followed and so the chase was on. Danny need a place where there no people and plenty of space to fight.

He would jump over fences and run through yards. The ghost wolf following him and phasing through the same obstacles so the distance was only getting shorter between the two of them.

However, when Danny reached an empty park he knew that he could finally stop running and could fight back.

They were staring down each other. Half ghost boy versus ghost wolf. The wolf moved first opening its mouth and firing a ghost ray. Danny jumped out of the way and transformed while in the air and landed on his feet.

"Bad doggy." Danny said shooting a ghost ray at the wolf from his eyes. It hit point blank and the wolf was send skidding back.

Pointing his bracelet at him and having the portable Fenton thermos come out he sucked it up despite its struggling.

Creating a duplicate of himself and having it turn into his human form they began to fly back home. It would give an explanation for May of how he escaped the wolf.

While flying back home Neither the original or the duplicate had noticed that in the shadows there was another ghost this one with metal armor and flame green hair and the grin on his face as he found new prey to target.

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It had taken until Monday for him and Parker to talk about what they were going to do about the whole mask business. They both agreed that they had to take the Kingpin down.

Danny would have liked to use brute force but Peter wasn't as strong as him and could be killed by bullets so they had to use their brains to come up with the solution.

Parker came up with the idea that a guys like Fisk kept everything on record even if it had the criminal acts that they did. They were going to sneak in and find the footage and use that to bring him to justice.

Danny had to admit that he should probably come to class more because they wouldn't ever have gotten the idea for this if not for the lesson being about how Nixon was impeached. Not all the time because a lot of the people in the school annoyed him but more than he used to.

Parker claimed to be a man named Arthur Simek and emailed the company behind Fisk's surveillance footage and asked for information behind the setup of it as he was interested in buying. With that all done now all they had to do was wait but then Parker got pulled into an empty classroom with the school therapist.

Shaking his head Danny just walked on by. This had nothing to do with him and Parker hadn't called for help or argued against it.

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Trapped in a room with Doctor Bradbury Peter once again felt like hurting Danny. He had seen the looks that he had been sending him for help yet the guy had just walked on leaving him to deal with this mess.

No one liked talking with therapists. Especially teenagers and the lady was not helping it. He may have been a bit bias against her when she claimed that Spiderman held up the school with Norman Osborn when he turned himself into that monster and attacked the school but she was not helping her case.

She then began asking a lot of questions. He wasn't sure if they were normal or if they were investigating what was happening but he didn't have the time or the patience to deal with all of that.

He did feel sad when he watched Liz walk in there. She seriously did not like all this stuff. She liked her world simple. No Spiderman, no mutants, no monsters. He had to move past all that though. Before checking his email to see he still hadn't gotten a reply he headed off to fourth period.

Kenny and Flash were arguing of Kenny seeing every Keanu Reeves movie ever made and then he saw Mary jane.

Remembering how their last conversation went he went walking up to her.

She ignored him calling her name and when he started talking to her it was clear that she was still mad at him.

"It's okay to be mad." He said trying to calm her down. That did not work out to well as she started shouting in the hallway gaining attention from the others to what was going on with them.

"Mary. I just..." He tried to finish thinking of the words but he never got the chance.

"What." She shouted and when he saw all the people looking their way and laughing he just told her don't be mad forever. And she walked off clearly still mad.

He decided to give her some space. It was probably better for the both of them.

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Danny had heard about the fight but said nothing about it when he and Parker were walking home. Parker apparently got a notice on his phone that the company had emailed them back and so with that done they were closer to their goal.

Danny was eating a plate of cookies that Aunt May had made and was watching the video where the company explained how their product worked.

The cameras had multiple screens, each disc recorded twelve hours, high resolution, and useable by any computer connected to a dvd player.

That took a lot of the issues out of the equation now all they had to do was steal it. Danny turned to look at Parker but saw that he was brooding in his own world.

Danny just decided to finish the cookies. He never had cookies like these before. He could cook yes but there was still something special about homemade cookies that beat store bought ones.

Looking at the table Danny could see that Parker had made new Spiderman masks. Sewing that was a skill that Danny did not have.

His costume came on and off with a thought and could be easily replaceable. The most difficult thing he had on when he was in ghost form were his utility bracelets.

And off they went. Him flying through the sky and Parker swinging off of building to take down the Kingpin of New York.

Hopefully it was as easy as they thought it would be.

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They had snuck into the building easily enough. He had made himself and Parker intangible and Invisible as he flew them through the building and past the guards until they ended up in the room the discs were.

There was one guard that was supposed to be monitoring the screen but instead he was reading a newspaper while the Kingpin was talking to his guys about something.

"Excuse me I'm looking for a little payback." Parker said as Danny let go of him and turned him visible and no longer intangible.

The guard turned around as he heard Parker and got punched out cold while Parker had started looking for the discs. Danny remained invisible for the most part he was here for back up and watched as Spiderman got the revenge/justice that he wanted.

A new guard came in and saw what was happening with a shaky hand he began firing at Parker. Parker dodged of course but the guy hit a power line and the building went dark.

Looks like they were going to be noticed after all.

He became visible and helped Parker try to find the discs because sooner or later the big guy himself was likely to be coming along with his henchmen and that lightning guy called Electro.

It turns out that he was right because as soon as Parker found the discs that the Enforcers and Elector showed up.

"Don't worry this will only hurt a lot." He said to us with his face clearly getting so excited for that outcome.

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It had become a huge fight. It was four on two with both sides already chosen. It was Elector and the enforcers vs. Spiderman and Phantom.

They outnumbered us but we had more people with powers.

"I will deal with Elector you handle the enforcers." Danny said as he charged at Elector both of them shooting energy blast at the other. Peter was fine with that but he promised to go over and help him as he soon as he was finished with these three.

The enforcers came charging at him with muscle and whips and guns. Peter really wondered why a group like this used such different weapons.

Dodging through whips and fighting a guy named Ox He began to calm down and focus on what he was doing and who he was fighting. These guys didn't have super powers so it should have been easy to take them down.

He then had to dodge a lightning bold that had been directed at him. Turning around he saw that Elector kept trying to blast Danny but couldn't get past that green square shield that Danny had created.

Flight, Intangibility, invisibility, energy blast, and now force fields. He wondered how many powers Danny had and what kind of science experiment created him.

"Spider-boy I am so entirely sick of you. You have no idea." Electro said focusing on him for some reason instead of the person he was fighting.

He had lost focused on Ox and when he felt his leg grabbed he didn't have much time to react before he was smashed through something heavy and solid. He thought it might have been a desk table.

Jumping to his feet he webbed Ox feet together and punched him hard enough that he was sure the guy would sleep for a week.

After that webbing up the rest of the enforcers wasn't that hard.

Turning toward Danny and Elector I was about to rush in and join the fight when I saw that Danny had trapped in one of his force fields. No matter how he tried to escape or blast free it just wouldn't work. I had an idea on how to deal with him though.

"Let him go." He said to Danny who looked confused but complied and he got a grin when he pointed at what was behind Electro. Nodding he let him out of the force field and turned intangible.

Electro turned around to fight me and we talked for a while. He asked how he got his powers and if he was a mutant and Electro in response just threatened his family and so when broke open a water pipe and let it short circuit him he felt content for getting him back the last time he saw him and in protecting his family from a crazy person that would have been happy torturing and killing his Aunt May and his friends.

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While Parker was cheering for taking down Electro Danny had turned to the rest of the enforcers still struggling to break free. He hadn't noticed but Elector hadn't taken the others out when he had come into contact with water.

They were trying to break free of the webbing and Danny couldn't have that happen so placing his hands on the wet ground he decided to check if he had gotten the ghost stinger back and felt that these guys would make very good guinea pigs.

Using the water that was surrounding them as a conductor Danny placed his hands on the ground and charged his ectoplasm through it while it took the properties of electricity.

Low voltage of course he didn't want to kill them as that would probably make him seen as a threat by the civilians.

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The bad guys were taken down and they had gotten the discs as far as Peter was concerned this night was officially a win.

Now it was time for both he and Danny to leave and let the cops take Fisk away to jail.

"I don't know what you think is going to happen but there is no way in this world that you two will leave here alive." Lo and Behold came the voice of Wilson Fisk standing there pointing his big meaty fingers at us.

"Who do you work for?" He demanded to know trying to scare us with his size ignoring what they just did to his best guys.

"The Green Arrow and he wanted you to know you have failed this city." Danny said with a big grin on his face that only made Fisk madder.

Well I had planned on a number of insults for him as well before we had come here and he felt that he deserved to have some fun too.

Pulling out of his bag some of the insults he had written he began.

"You are so fat that when you cut yourself marshmallow fat comes out." He began with he and Danny taking turns.

"You need three mirrors next to each other just to see how you look in a shirt." Danny said

"You are so fat that your high school yearbook photo was taken from a helicopter." He said watching as the Kingpin got madder and madder.

"Okay tough room. How about your so fat that when you get on a scale it says one at a time." Peter said.

"If you were on the titanic people could have used you as a raft and they all would have lived." Danny said.

They kept going on for a while Danny called him the king penguin of crime as he thought he waddled instead of walking like a normal person.

Another joke he had written personally for this was that when he moved backwards people heard a honking noise and that was when Fisk broke into a rage and tried to smash him with those giant hands of his.

After webbing him to the wall and covering his face they broke down his door and left. They could still hear him shouting about how he would make them pay but Peter doubted it he knew just the person to give the discs to.

The Kingpin of crime was going away for a long time.

After getting rid of the disc with him in it he would be sending it to Ben Urich of the Daily Bugle to make sure that the Fisk was put away for a long time.

Soon after he had called Mary Jane. Thankfully she wasn't mad at him anymore.

He decided now that all of this was over that he was going to tell her that he was Spiderman.


	6. Meeting the Fantastic Four

**Disclaimer: I do not own Danny Phantom or Ultimate Marvel**

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 **Chapter 06: Meeting the Fantastic Four**

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It was early in the morning but the sky was still gray. Looking down from the Baxter Building Reed could see the construction crews work to repair the street after the attack from Dr. Molekevic or the Moleman. He still found it unbelievable what happened to him and the others.

"Reed." Someone was calling out to him but all he could think off was the accident. They had been trying to open a stable portal to the N-zone and it had gone wrong altering him, Sue, Johnny, and Ben.

Now Reed could stretch beyond human limits, Johnny could light himself on fire, Sue could become invisible and Ben had it the worst of all becoming a creature made out of rocks. Unlike Ben he and the others could at least look normal.

"Reed? How long have you been up here?" Dr. Storm said opening the door. His blonde hair and white trench coat flapping in the wind.

"I didn't get the numbers wrong, Dr. Storm. I've been over it and over it, The N-zone translations should have been perfect." He said looking down the building wallowing in anger and guilt.

"Reed I thought we talked about this come inside." Dr. Storm said trying to usher him inside but he wasn't ready yet.

He knew how it happened. Victor had come at the last minute and changed his work. It was something he always did. He wouldn't talk or debate. He just considered himself right and everyone else wrong. It was how they met after all. He found Victor in his room changing the work on one of his projects. It was what had led to him talking to Victor van Damme in the first place.

It had been almost a month since the accident happened and still there was no word on Victor. He could have been anywhere in the world due to the accident. He had stayed at the site of the project when he had awoken. The others not so much.

Johnny awoke in France, Ben in Mexico, and Susan was found underground New York held by professor Molekevic.

Still there had been no sign of Victor.

Unknown to Him Victor had been resting in his home of Latveria remembering his past and planning for his future.

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"I know you can hear me Reed." Susan said she had been trying to get his attention for a while but there was work to be done and he had to focus. Trying to figure out a way to get the others back to normal was incredibly important.

"I have something to do about Ben. It's important." He told her. Ben was his oldest friend. The one who stood up for him back in elementary school before he had come to the Baxter Building and it was his fault that Ben was there at the site and turned into his current state.

"Someone's avoiding the bioscanner, Reed. I need your help." She said not giving up to get his attention

"Is it Johnny again? I can't talk to Johnny, You know that." It was true no matter what he said Johnny wouldn't listen. Johnny would say he worried to much or just make fun of him and Reed didn't want to deal with that.

"It's you." She said as she got closer to him bringing him from his work. He really tried to focus on what he was working on and not how great her hair smelled.

"I have too much to do. I feel fine." He said and it was true. He needed to keep working. He was sure that he could find a solution to this if he had enough time.

"We all feel fine. Even Ben's troubles are psychological not physical, but I need the data, Reed." She said not giving up on this endeavor of hers.

"You three are more important." He told her and it was true. He could worry about test later first he need to figure out what happened and find a way to reverse it.

She did not take that well in fact she used her powers to make an invisible weapon and hit him with it.

After an argument where she stated that as good as he was with physics she was just as god at biology and that he should just accept that she was going to force him to take the test. Having no choice in the matter he gave in to Sue and they took the tests.

Apparently the tests Sue had revealed that he had no organs inside of him and that what had taken their place was a pliable bacterial sack that wasn't torn by his stretching and supplied nutrient to his body.

He would have been freaking out if it wasn't for Susan.

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In Latveria Victor was thinking of what to do next and of the annoyance that was Reed Richards.

Building a machine that would help him learn of the fate of the other people in the accident his hands began to hurt and his machine fell to the table.

In a fury he began to curse Richards. Victor was perfect. He could recite his family history back hundreds of years. He instinctively knew that he was the best but Richards thought that he knew better.

That was ridiculous. Richards was a small man with a small mind. Held down by mistaken beliefs in science and reason while ignoring the fact that those ideas were created by a man who had been having a psychedelic hallucinations and seeing angels due to eating some mushrooms.

A new hand came out of the old skin. No longer was it flesh but hard steel. Pain and tribulation had made him stronger just like it had his ancestors that were descendants of Vlad Tepes Dracula himself.

He had felt victorious when he finally accomplished making his robot spies.

"We always come back, Richards. Stronger than ever and eager to impale those who transgress against us on their ignorance." He said feeling the pain leaving his body.

He had recalculated the numbers that Richards had been using and in doing so prevented himself from being ripped open and apart by the cosmic energies. This new metal body of his almost reminded him of Wallachian armor and the pain that he was going through was the trial of kings.

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Danny was walking through the Baxter Building in ghost form. It had been some form of government think tank before being moved to another facility except for four people and the soldiers and government watching them. He had been loaned to the government by Fury. Apparently while he was hunting for the weapon x facility there had been an accident that had granted four people superpowers. They were building some kind of gateway to another dimension but something had gone wrong with the numbers.

Walking through the huge building that now only existed to keep those four here and under observation Danny wondered how much funding the government had given them and what that other building looked like.

Hearing heavy footsteps, he turned and look at who was speaking turned invisible and followed them. Fury wanted a report on the situation going on here. That was why he was sent. To gather information for Fury and help take these four people down if the situation was required.

"Yeah what's up with that? the soldiers and all?" The one according to the files he was given named Ben Grimm asked along with his friend Reed Richards.

"The think tank always had military supervision. They were worried us weird kids might blow New York up or something." Twenty-one years Old Reed Richards said. He had apparently been in the project since he was ten years old.

"You and Sue." Ben asked he and Reed were wearing those blue outfits only difference was that Reed was wearing a trench coat.

"There used to be a hundred of us here after, you know, the accident, they moved them to another facility in Oregon. Because now their worried the four of us will do something." Richards said as they walked down the hall filled with soldiers.

The guards were probably there to kill them if they went crazy like a lot of genetically altered people did in this universe. That was probably why the United Nations had a law against altering the genetic code of people. Reed told him something similar and soon enough Ben Grimm freaked out about that.

"I didn't know that!" he shouted alerting all the soldiers and looking the way things were going now Danny knew that he might have to intervene.

"Hey what did I just say? Ben be cool." Richards said trying to calm down the big orange guy that was made of rocks.

"Yeah, right. What are they going to do anyway?" Ben said and went up to the nearest soldier.

"Hey soldier boy. I put the smack down on a frickin' sea monster what you got." Ben said he would have gotten involved if Red hadn't brought his attention elsewhere.

Walking in to the room Danny saw the girl Susan Storm waiting on a platform near a machine that looked like an upside down screw. She was wearing blue like the others but hers was a jacket that did not reach the navel and blue jeans different from Ben's Jersey and Reed's jumpsuit.

She was apparently Reed's girlfriend.

"What's this?" Ben asked and Susan said it was a press and she wanted to see how strong he was now.

After threatening to put invisible snakes in his bed to get him to stop questioning her he moved to the platform. Apparently it was created by someone named Mad Billy.

She began with testing if he could lift something that weighed a ton as he apparently did something like that in his fight against the mole man. Danny had read the report dude had been crazy even before he was fired from the Baxter building.

Ben crushed it easily. Danny wondered if he could beat Grimm in a match of physical strength but thought that it was unlikely. Luckily he had other powers besides super strength.

That was when he revealed himself.

At the sound of his clapping they turned around and were clearly surprised to see him.

"Who are you?" Susan demanded with a glare on her face and Ben tried looking intimidating and Reed stood in the background studying him carefully.

"I am Phantom. Just visiting on loan to the military." Danny said trying to be friendly. He needed more friends than just parker because Danny rarely went to school so he didn't see him that much and doing nothing everyday got boring real fast.

Fighting criminals and stopping ghost attacks were oaky but they were getting way to easy. He needed something to do.

"How did you get in here?" Reed questioned him and so Danny showed him how by turning invisible.

"You can turn invisible too?' Susan questioned him with a curious look in her eyes that made it seem like she wanted to dissect him and experiment on him to figure out how he worked.

The blonde girl was definitely someone Danny would have to watch out for.

"How long have you been spying on us spooks." Ben said glaring at him and while having no eyebrows made it hard to tell the form that the rocks gave off was definitely something that told you what he was doing.

"I was following you since you and Richards were talking about the soldier." Danny said challengingly as he walked up to Grimm.

"Anyone ever tell you your creepy?" Grimm questioned him as they looked at each other in the eye.

Before they could say anything else to each other the window was shattered.

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Johnny Storm was having fun for the first time in a while. He had finally been allowed to go outside the Baxter Building as long as he did not use his powers and had a bodyguard follow him.

Those two rules had been hard for Johnny. His powers were so cool and he did not want to have some old guy following him while he was having fun but deals had to be made.

Sitting out enjoying the sun and talking to a cute girl was all Johnny needed in life. It was all going so smoothly until a giant swarm of bugs had headed towards the Baxter Building.

Knowing that his father and sister could be in trouble he had ignored the warning his bodyguard had given and instead used his powers and headed to the Baxter Building. However, knowing that there were so many people on the streets made him realize he had to save them first.

"Glass. Got to be the glass first. Baxter Building's full of soldiers. They'll be okay till I get there. Johnny said looking at all the broken glass that was falling downwards towards the city.

Flying up the side of the building Johnny tried to remember all the lesson that his dad, Sue, and Reed had tried teaching him. Knowing that he couldn't melt glass he knew he had to turn the temperature of his flames up. To burn so hot that he turned all the glass into a gaseous state.

"Next up burning insects without a magnifying glass." Johnny said as he got closer to the top of the building.

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Danny watched as a huge number of metal bugs came through the windows. They were shiny and deadly with two big needles coming out of them that would have been very deadly to regular people.

Turning intangible, he watched how the others dealt with the problem. Grimm wasn't too bothered as his skin was made of rock, Susan was turning invisible but unlike his process she was disappearing at a process.

First her clothes then her skin and bones soon after. Reed was frozen and Danny moved to save him.

Turning him intangible Danny rushed him outside along with the others. Reed had just been standing there about to be stabbed by those robots. With that the four of them left the room and sealed the door.

Hearing gunfire they turned and saw a soldier had been firing on the swarm to little effect. He missed one bug and it killed him by stabbing him through the eye.

Danny bet that soldier wish he had Nick Fury's luck right then.

Susan then wanted to go get her dad and while they were running the brother Johnny appeared completely on fire. Danny wondered if when he got his fire powers would he be able to pull something like that off.

He would call it the Phantom flame. And see if he could also pull it off with ice but that was for later.

As they ran through the building searching for Doctor Storm they ran into another swarm of the death bugs and Susan crushed them wither force fields.

"Your nose is bleeding." Danny commented but Susan just wasn't concerned. She wiped it off on her sleeve and off they went deeper into the building.

They came upon the sealed doors and had to make a stand when even more bugs showed up. Danny and Johnny were blasting every bug that came their way with ghost rays and fire.

Susan was crushing them with force fields and Ben was just crushing them. Reed was in the background but Danny hadn't expected stretch powers able to help right now.

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Watching the others and that Phantom kid get rid of the bugs made him want to help but since he didn't have in Ben's words a 'ninja rubber band death attack move' he had to stay back and not get stabbed by anything.

Still he had waned to help and figured that hacking in and finding out who sent these bugs would be more useful than just standing around he began typing on his computer.

Figuring out who had sent these and what they were planning was easy enough and so he came up with a plan. Finding an empty room was easy and with Phantom's powers they were able to have Johnny lead the bugs inside the glowing blue door.

Then Johnny began to use his flames to burn everything thing in that room and when that was done the door had become solid again trapping the bugs in a huge explosion and melting them into scrap.

"High five for the Human Torch." Phantom said as he and Johnny were cheering that it was over. They looked to be about the same age. Reed guessed Johnny was pleased to have a friend his age who had super powers too.

"Human Torch. I like it." Johnny said still on fire but then he fell unconscious. That last flame must have taken too much energy.

Just standing near the door you could feel the heat on the other side of the room.

Johnny had put everything he had into that last fire.

Ben then lifted Johnny over his shoulders and they took him into one of the medical offices that had a place for him to rest and get better. That was perfect because as Reed picked up one of the bugs he knew that he needed to check something out.

"He's going to be okay, but I don't like his blood sugar or pulse. He pushed way too hard Reed." Sue said looking over Johnny who was asleep on a bed.

Phantom and Ben were looking over my shoulder at what I was looking at.

"Well, now we know the upper limits of his flame thing. And we can guess that he is catalyzing his own energy stores for… I was right." He said interrupting himself as he looked over the bugs that he was looking at.

"Bout what." Ben asked.

"What did you find out." Phantom asked picking up one of the small bugs and staring at it.

"The way this was built." He should know after all he was the one who had taught Victor how to make them.

Victor was always a jerk but sending an invention that he had helped him make to kill him and his friends was too much. That was ignoring how it was his fault they were like this in the first place.

Throwing the bug against the wall he began to storm out of the room.

"Wasn't that an overreaction?" Phantom asked. It wasn't strange for him to say it as he did not likely know of their history with Victor.

Victor Van Damme is alive and he just tried to kill us." Reed said stretching out of the room.

0-0-0-0-0-0-0-0-0-0

Danny had been hanging out with Johnny watching movies and eating popcorn when Reed had come into the room looking angry. Wondering what was going on the two followed him as he rounded up Susan and Ben and led them somewhere.

Ben asked where they were.

"It's the floor directly under the roof Ben. The big elevators on the far side." Reed said leading them to a place that only he knew off.

"What's it for?" he asked.

They kept walking until Reed revealed the reason they were there. To see the fantasticar a name which got him no sympathy from Johnny and Ben as they kept adding the word fantastic to everything much to Reed's annoyance.

Danny then got an idea. He had been wondering what to name these guys since he had met them and now he had it.

"Hey you are the Fantastic Four so you should have a fantasticar." Danny aid and watched as they Reed and Susan had stopped kissing and had turned towards him.

"Fantastic what?" Susan asked

"Fantastic Four. Eventually you are going to need a group name and so I gave you one." Danny said. That got Johnny excited because he had wanted to be a superhero ever since he got his powers.

"That is a terrible name." Ben said as he and Johnny began to get into a fight over it.

It lasted until Susan and Reed told them that the army had found Victor and that they wanted to question him before the army got hold of him.

Johnny was probably in because it sounded fun. Ben was in because he wanted to go back to normal.

"You coming?" Johnny asked him and when he gave a nod they moved over in the back. They all agreed and off they went. Reed hadn't tested the car but was positive that it would fly. He had built it on design that Tony Stark dad made and released to the public.

The roof opened and off they went. The four were going to get answers. Danny was going because this was his last mission before he got to meet the other candidates for the Ultimates initiative.

0-0-0-0-0-0-0-0-0

Flying over the ocean Danny was leaning against the wall and trying to enjoy the trip. The only way he normally flies is when he puts in all the effort himself so he was enjoying being the passenger for once.

"Are we there yet?" Grimm asked. The three of them were in the back as the fantasticar only had two seats and they were taking by Susan and Reed.

Johnny was sitting across from him watching a movie and in his own world. Ben was facing forward. That rock body of his made him look even more serious.

Danny closed his eyes and was about to nod off until the flying car took a sudden dive.

Opening his eyes to see what was wrong in case there might be something wrong and that he needed to save the others.

Seeing that all that was going on was that Reed wanted to show Susan some dolphins and that they were now making out annoyed the other members in the back for different reasons.

For Johnny it was clear he found this annoying and wished they would get a room. He said as much. Also since was Ben was messing with him by asking if he thought Reed's tongue stretched too which got him a hit from Susan.

Danny though was annoyed because this made him remember Rouge. He was disappointed to see that she had joined the brotherhood but he understood.

Humans had spent years torturing her so Xavier's ideals didn't exactly match up with what she felt she wanted. She had joined the brotherhood wherever they currently were.

He wondered if he would ever see her again.

Feeling the ship being hit Danny turned towards Reed to tell him to cut it out when he saw that he was panicking.

"What's the matter?" Susan asked as Reed took the controls and started swerving.

"Someone is firing at us." He said as the car began to shake.

"Is it the military?" Susan asked Reed and he shrugged his shoulders.

Danny turned the roof of the car intangible and saw the person firing upon them floating in the air with metal wings.

With the flaming green hair, blue suit with a s on his belt and the glowing green eyes Danny knew who this was.

Skulker.

"Who is that guy?" Johnny said as they begun to swerve and spin down phasing

"He's and enemy of mine. Go deal with Victor, I'll deal with Skulker." Danny said

"Are you sure?" Susan asked and when he nodded they went off to search for their cure while he phased through the fantasticar and was floating in the sky.

Looking at the sun that would set in a few hours Danny hoped they got what they wished for. He would catch up later he had to deal with Skulker first or he would never get any freedom.

"Who are you?" Danny questioned Skulker. He knew who he was thanks to Danny's memories but this Skulker had never run into him before so it was best to start introductions anew.

"I am Skulker. The greatest hunter in the ghost zone prepare to be caught and stuffed then placed on my mantle." Skulker said not changing his tune from the one in his old reality.

"I'm sorry but I can't allow myself to be caught by a second rate hunter." Danny said and watched as Skulker glared at him. Out of his left armored hand came two blades that looked incredibly sharp.

"I will have your head for my wall and hang your pelt on my fireplace." Skulker said full of intent to cause me harm and so I did the obvious thing I flew away.

Heading in the direction that the others had went I followed their trailed. Skulker was following me clearly not giving up on the chase. Ghost rays, rocks, lasers, and nets he used them all in his pursuit to catch me.

He was dodging missiles that were set upon him. He couldn't turn intangible as they would still hurt so he turned back towards Skulker flying at him and shot ghost rays that destroyed all three of the missiles.

Of course when he was done with that he had to fly under Skulker's double blade and as he was in close range he placed both hands on the armor of Skulker and blasted him with a ghost ray that sent him flying back.

Creating three duplicates they all faced Skulker and flew right at him shooting energy blast out of their eyes that met together and formed an explosion.

0-0-0-0-0-0-0-0-0

He and the others had felt bad about leaving Phantom but they had come for a reason. Phantom understood that and even told him to leave him behind. They had agreed that they were going to force Victor to tell them the numbers that he had switched. It didn't matter how much of a fight he would put up because they knew he wouldn't go easy and tell them out of the goodness of his heart. That wasn't the type of person he was and they knew it.

This was going to require brute force.

They just hadn't expected him to try to shoot them down with a rocket launcher.

"I thought you said this thing had a force field?" Johnny question him as they fell out of the sky.

"On the front! It has a force field on the front!" Reed defended himself. He hadn't expected the car to ever be hit by a rocket launcher so he hadn't extended the field beyond what he had thought he would need at the time. He had been thirteen when he had built and named this thing.

Then the air bags came out and started squishing them.

"Great, we're gonna be smothered before we crash." Ben said

"Reed is so clever he can kill us twice in five minutes." Ben said and while that was physically impossible he was worried over the fact of what was coming next.

The crash.

"This is gonna suck." He said and it totally did. The rundown community that Victor was running had many broken buildings and while crashing through them did hurt at least they were alive.

0-0-0-0-0-0-0-0-0

"Well that was easier than expected." Doom said but when you were perfection things always ended up like this. Richards and friends were fools for thinking to come and attack him.

Johnny came flying straight at him. The fool had no idea who he was messing with.

"Hothead Johnny on fire. The universe is laughing behind your back and I'm laughing right in front of your face." He said. The fool wanted to charge right at him he would show him the errors of such an idiotic idea.

Throwing metal shards at him from his arm he watched as Johnny fell to the ground. On his knees before him was where these people belonged. They did not understand his mi8ght or his power and for that they would always lose.

'Where's the jerk that shot me in the butt?" Benn Grimm questioned him. Inferior even to Richards Victor did not care for him at all.

"Here shooting you in the chest." He said firing another rocket at this abomination. He only got to say two words before he was hit and sent into the remains of another building.

The fact that they were fighting him was proof to their foolishness. He could lead the world to greater heights but ignorant fools like this would always challenge him.

Noticing the shifts in the smoke that revealed Susan Storm he turned to face her.

"If that's you Victor…" she began but she didn't get to finish as he blasted her with a toxin that sent her to the ground coughing and in pain.

Victor's transformation had turned the remaining parts of his lungs into a poison that when exposed to a victim brought them down to their knees before him like all people should be when he was around.

He was fine with watching this play out and seeing Susan storm's final moments. This was the price to pay for defying and attacking him.

The end results were obvious to him. He was meant rule these people that were on their knees around him were sheep that were meant to follow.

"You get the hell away from my girlfriend." Said the one person missing from the group. The man who believed himself to be smarter than him. Ignorance was a crime in and of itself to Victor Van Damme and he would make sure Richards paid the price for his.

0-0-0-0-0-0-0-0

Looking at the broken form of Skulker on the beach of an island they had landed on during the fight Danny grinned in happiness. Sure he had the original's memories of taking him don but this was his first time doing it and he didn't have a P.D.A. to help him do it.

He didn't suck him up into the Fenton Thermos as he didn't know what time he might be getting home and he wanted to try something out.

Remembering that the future version of original Danny could open ghost portals whenever he wanted without the need of a machine. Fury had broken into his home more times than he was comfortable with and given that the man was a spy who knew what kind of spying equipment he left behind.

Danny wanted to take down the ghost portal in his subbasement before anyone found out what it was.

For that to happen though he would need to learn how to create a portal himself.

Extending his hand Danny tried to open a portal with a thought or a gesture but it wasn't working and whenever he put any ecto energy in his fist he ended up with power strike or a ghost ray.

Nothing happened after ten minutes and Danny just gave up. He would ask Clockwork to teach him. He was involved with all of this S.H.I.E.L.D. stuff because of his actions so it might as well be useful to get some help beyond cryptic words and ominous messages. Then he went off to find the others.

0-0-0-0-0-0-0

Reed was annoyed he had beaten Victor up and asked for the codes to change them back but still nothing. Victor was still the same selfish and greedy person that he had always been the accident hadn't changed him on the inside even if it did on the outside.

Victor went ranting on about destiny and how they were meant to be freaks when he was the one that had caused the accident in the first place. Knowing that they had to be harsher he let Johnny set Victor on fire.

It wasn't to kill him but to take all the fight left out of Victor. Johnny kept him in place taunting him how he wasn't so tough without the bazooka and Susan began to suffocate him in return for what he had done to her.

He was scratching at the bubble around his head that was taking his oxygen away and then Ben grabbed him.

"I only met you like twice and I hate you already." Ben said as he slammed Victor on the ground.

Of course then the people that Victor had been controlling with his dragon tattoos began to attack us.

"Did you think I lied about being a king? Did you think I had no subjects?" Victor questioned us while on the floor acting as if they were doomed.

Victor stood up with his bent metal legs and ordered the mind controlled people to attack them and to probably maim if not kill.

The others went on the attack trying to get the mind controlled people off of us while not trying to do them any physical harm either.

Susan built a shield around us and kept it up while it was taking a strain on her body. Then another shield popped u around the original one but unlike Susan's blue one the second one was green.

"I thought you could use some help." Two copies of Phantom landed near us. One focused on keeping the shield up while the other faced the crowd with glowing hands.

"Thanks." He said trying to find a way to cut Victor's connection with the people.

"Don't hurt them." Susan said as she took a minute to rest now that she wasn't responsible for keeping us safe anymore.

"Don't worry this is just going to knock them out for a while." Phantom said as he blasted the people coming at him and us.

Victor was just going crazy ranting at the sky and his image of his father as he rambled on about the people in his family.

he felt bad for the kind of childhood he must have had then he remembered that he was a crazy person and the reasons we were here in the first place.

0-0-0-0-0-0-0-0-0-0

The army finally showed up and shot a few of the people that Victor was mind controlling. They would have arrested Victor too except the people of Denmark said that his family had citizenship in many countries and even if they didn't like him they wouldn't let him be arrested.

With that and the Victor's promise to never give the fantastic four the numbers needed to return to normal there was nothing to do but return home. Though Richards got one last hit in and scarred Victor's face with a shard of his own armor.

Danny just wanted to go home and watch a movie and play some video games but unfortunately when he went inside his house Fury was there.

"One day we are going to have a conservation about calling ahead and knocking." Danny said as he walked into living room where Fury was standing with documents in his hands.

"What is that?" Danny questioned. He had known Nick Fury only for little over a month but he knew that trouble usually followed him. Trouble he found or trouble he created but it was always trouble.

"This is the file on the candidates for the Ultimates." Said placing in his hands. So it was finally time to meet the people that he was working with.

"When do we meet?" Danny asked Fury.

"I will give you a time. We are meeting at the Triskelion. Be there." Fury said and pressed a button on his watch.

The power then went out putting the house in total darkness.

"Hey." Danny said and then a couple of minutes later the lights were back on but Fury was gone.

Danny sighed his determination renewed to learn to open a ghost portal on his own because if Fury had stuff like this who knew how long it would be until he found out about the ghost zone and the portal.

0-0-0-0-0-0-0-0

Seeing the elevator open and the blonde woman walk through Fury gave a sigh.

"Hello director." Carol Danvers his new vice director said. She was given to him because the government felt that he needed someone to hear his idea but not go blindly along with them.

Giving her a nod he began to wish this thing would move faster.

"Do you think it was a good idea to bring that kid into the Ultimates?" she asked him and it was true the kid was risky. His powers were dangerous and if they could be a threat he should have been taken care of.

Nick Fury still wanted to see if he could use him. With the team he had set up in mind the powers of Daniel Masters would only be of greater use. For both mission of saving the day and jobs in the shadows the boy could do a lot.

Fury wanted that kind of power on his side.

"I know what I am doing." He told her and while she didn't fully believe him she nodded and that was all he needed.

Seeing the door open and he reached the ground floor Nick Fury walked outside the building into the light. He now had to get the others to agree. Some would be easier than other. Some would be a risk that needed to be carefully watched but still he felt determined.

Things were going well and hopefully only kept going up but Fury hadn't gotten to where he was today without expecting setbacks beforehand and planning accordingly.

0-0-0-0-0-0-0-0

Clockwork looked at the human world and the events happening in his adult form as his red eye looked at recent events.

Things were going well but soon would be Daniels first true test from this world and from there it would all begin.


	7. Gathering the Ultimates

**Author's Note: One of the changes to this universe is as far as the Hank and Janet situation goes the abuse never happened. I thought of countless ways to beat Hank Pym up originally but decided to just get rid of it.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter 07: Gathering the Ultimates**

* * *

Looking down at Chelsea Pier Nick Fury couldn't help but be impressed at all the effort that the people below were putting in to fix their homes. Across from him was Bruce Banner looking deep in thought as they waited for their food.

A few weeks back Banner had passed through here except he had been green, big, and angry. Lots of people were hurt in his rampage and it had been hard to stop ex director Ross from throwing Banner into a deep hole from which he would never escape.

He wondered if the people who picked this spot knew that Banner was the cause and was trying to make him feel worse or if they just picked it at random and didn't look into what destroyed a lot of Chelsea Pier.

He had to apologize to Banner though to make him seem more sympathetic even if it was Banner's fault that the Hulk had come to exist.

"I just hope watching them rebuild Chelsea Pier doesn't bring the whole Hulk thing back for you." he said to look at Banner deep in thought.

Banner was of average height and he was skinny with sunken eyes hidden behind glasses with dirty brown hair. He looked like the kind of person to be a constant victim but that was only if you did not know what happened when he got mad.

"The Hulk?" Banner questioned looking down from the window seat.

"Believe it or not, I hardly give the Hulk a second thought these days, general Fury." Banner said remembering his fight with Spider-man. He would look into him later.

He asked if Banner would like to stay on vacation for another six months. He looked stressed and like he hadn't been sleeping. Banner really needed to learn to take care of himself more. He wasn't sure that the doctor was ready.

"Oh no sir believe me I am one hundred percent again." Banner said According to him the people taking his blood for tests hadn't found any traces of the Hulk's cells in his blood for weeks.

All that told Fury was that was Banner was keeping calm not if he was ready to work again.

"If I still seem slightly spaced, it's just that I've been popping pills to stay awake." He said like that was supposed to be reassuring. Banner never was one with great mental stability in the first place and hearing him saying he was self-medicating really made Fury to wash his hands of Banner and give him back to the military to save himself the headache.

Unfortunately, he also knew he held some responsibility since he had recruited Banner all those years ago and gave him super soldier serum laced blood.

They kept talking with Banner saying how he didn't like sleeping as it was similar to losing control to the Hulk and him saying how being director of S.H.I.E.L.D. was like being the Pope, the Queen of England, and the President of the united states rolled into one.

Fury had to lose all of his old clothes and have them replaced with million dollar replicas that kept track of his movements and record his every word with satellites that were sending the feed to a base in Oregon below a Starbucks. It was being translated and taped and reviewed by two hundred linguistics professors.

He was also surrounded by a security team that was not only here to protect him but kill Banner if the conversation went wrong. It was not a secret to either of the people at the table.

Fury was fine with it after all to people who knew him Banner wasn't the best when it came to sound and rational decisions.

The meeting ended in favorably and now with Banner working on the super soldier serum again it was time to get the other members. He had already recruited Hank Pym and Janet Van Dyne and now it was time for Tony Stark.

He had to go to Upper Manhattan.

0-0-0-0-0-0-0-0

Looking out of in Stark's building with Harold Hogan he was looking at Stark fly around in one of his newer Iron Man armors and just plainly showing off to the people who were watching him.

"Absolutely, General Fury. Sometimes I don't think Tony considers a test run complete until he has waved at every office girl in the city.

"Oh don't believe a word of it Nick. As our dear mister Hogan is perfectly aware I only stop to wave at the pretty ones." Stark said as he flew in through the ceiling.

"Oh here we go again." his butler Jarvis said at the controls.

When Stark landed they had a talk. He was distrustful of Banner given the last time he had been allowed out in the open but they had told him that Banner was strictly working on the Captain America serum and that he would be under the direct supervision of Hank and Janet.

He wanted to know about the others he was getting to join and so Fury told him about how he also had Phantom on the team and hopefully Thor.

0-0-0-0-0-0-0-0-0

Flying in a helicopter wasn't his idea of fun. It was cramped and full of People and given the looks they kept throwing him they all knew who he was and they were very concerned being in the same area with me.

As they landed Mrs. Pym was waiting for him so she could lead him to where he was supposed to go like he couldn't figure it out on his own.

"Nice to meet you again Doctor Banner, would you like some help with your luggage? it looks kind of heavy." She asked ignoring all the gents around her with guns. They were going for the wait and see approach huh. See if Banner is calm or if he needs to be tranquilized.

"No thank you, Mrs. Pym. I may not be the Hulk anymore, but I can carry a few books and a laptop." He really just wanted to get to work and finish this. He would show everyone that he could be trusted when he finally figured out the formula.

They went into the military Humvee and there was both an awkward conversation and an awkward silence. He tried to break the ice with a joke about how the last time he went nuts in a research facility they were hired to work in turned him into the Hulk but that just made things even more awkward.

Janet then tried to bring up Betty and that just made the conversation worse when he told her that the last time he saw her was when she had dyed her hair pink and moved to SoHo while telling him they should put their relationship on a break for six months.

"Hey you hear about that ghost kid joining the team?" She questioned him and Banner scoffed. He didn't believe in the idea of ghosts. He was a man of science. The kid was probably just another genetic experiment gone wrong. Like that Spiderman kid he met a while back.

He went to meet up with all the other scientists that were currently helping Hank Pym with his Giant-man serum.

"Let's hope your luckier than I was with Captain America, Doctor Pym." He said and asked if the only concern that Pym was worried about was making sure everything grows at the same speed.

To Hank that apparently wasn't even a concern. To him the math was correct and done now all that was left was testing it. Bruce stilled remembered back when they had tried experimenting on the Super serum blood and how confident Hank Pym was even as a teenager. He regretted that moment so much. If only he had let Pym take the serum his life would not be such a mess.

He would still have Betty.

According to Janet the human skeleton could only grow up to sixty feet and still support the body's mass. In her words Hank was scared that if he grew to tall that he would hurt himself even though she believed that his body would stop him before he reached that point.

Her basis was on how her powers only allowed her to shrink so far and didn't allow her to hurt herself. A part of him hoped that she was wrong. Just so he could enjoy Pym failing for once.

The process began and everything was going normal as could be. Then Pym began to play around and act as if something was wrong with his growing. As Janet and some soldiers rushed into the room they saw the same sight we did.

A sight he never wanted to see again.

A grinning naked Hank Pym kneeled looking down on them. The grin that he hated to see so much was on his face.

"Hank Pym I am going to kick your …" she began but didn't finish as the others started to celebrate that the Giant-man testing was a success. While they were laughing he couldn't help but remember how his own project had ended up and there was a flash of the Hulk's face brought to the front of his thoughts.

"Oh man! On a scale of one to ten, how much did that rock Doctor Banner?" a scientist next to him asked. That guy was feeling a level of joy that he could not and did not match.

"Oh, Ten, Jason. Definitely ten." He said remembering the Hulk even more now. That was a failure he could never forget. "Yee-ha."

0-0-0-0-0-0-0-0

Danny was standing in a coliseum. Facing two ghost that Clockwork had given him to help with his training. One was dressed like an actual Roman gladiator with the helmet, the shoes, the outfit. Everything on him showed he was a ghost that came from Rome.

The other was dressed like a knight. It was similar to the Fright Knight except the black parts of his outfit was green and his hair was fiery blue like Ember and Skulker.

He was standing in the middle looking at both of them with hands extended and glowing.

He was completely ready. He had shown up to learn to make Ghost portals at will and train with his other powers and this would be a perfect time to see just how strong he was.

He had to meet the other Ultimates in a couple days for a press conference according to the note Fury had left him along with his new cellphone that S.H.I.E.L.D. was paying for.

He had two now. One for regular stuff and another for S.H.I.E.L.D it was supposed to be harder to hack than a regular phone.

The Roman came charging in first. He tried a low swing that Danny jumped over and responded with a kick that sent the roman skidding back a few feet.

Feeling his ghost sense activate Danny turned and ducked a swipe from the knight behind him. He sent a ghost ray at the knight to get him to get some space.

Creating two swords in his hands he charged at the knight. The knight tried to create a circular ghost shield to stop the swords but he just kept hitting the shield until it cracked. The explosion separated them.

The roman ghost flew back into the field standing next to the knight facing him. Their red eyes looking at him straight on daring him to come forward.

"Let do this." He said as he charged right at them. There was no way he was going to back down here and now. That wasn't the type of ghost he was. He would leave when he won.

0-0-0-0-0-0-0-0-0

In his quarters with his Buffy and Star Wars posters Bruce Banner was freaking out and raging against Nick Fury for what he saw as a slight against him.

"How am I doing? How do you think I am doing, General?" he asked rhetorically. Hank Pym was swaggering around calling himself Giant-man and he was there drinking a bottle of wine and scribbling useless equations over a foolscap pad. He told him as much.

He was letting Hank Pym achieve too much. He was going to let Pym create the whole team if he couldn't figure the code out. He wondered why he couldn't stand up to those second rate scientists without looking like an idiot. He told Fury this too. Hopefully the man would understand that he could do this and that he shouldn't be forced to work under Hank and Janet.

He was just as smart as them. Probably smarter it was just that no one trusted him. It had been years since the whole turning himself into the Hulk thing and that had been an accident.

"Excuse me general?" he questioned Fury when he interrupted him.

"I said shut up and open that bottle of champagne you have been saving for the next star trek convention Doctor Banner. The answer to your prayers has just been answered." He said and he could not help but wonder what Fury meant.

0-0-0-0-0-0-0-0

Danny needed to blink because it looked like the Triskelion the base that was supposed to be the headquarters for this Utimates team was under attack.

The reason he needed to blink was because it looked like the attacker was just an old guy in a shirt and shorts. People were shooting and people were screaming.

He was just confused. This literally could not be happening. The crazy blond man was taking S.H.I.E.L.D. down so easily.

He understood now why they needed a super powered team if things like this could happen.

He landed on the ground and faced the possible mental patient. There was still a chance to talk this out.

"I think you picked the wrong clothes to go for a jog." He said. It was sunny today but it was still fall and he didn't think it was a good idea for the old guy to go running around like he was.

"Get out of my way son." Blonde man said trying to be authoritative and take control.

"I'm sorry there are decency laws for a reason." He said. He felt no fear as he walked up to the strange man. There was little need. Trying to touch him however taught him that he needed to not underestimate him.

Getting punched in the face a second time was not something he would allow.

"All right old man. Time to take a nap." He said lifting his fists as the old guy came charging at him. This wouldn't take long. The guy didn't have any superpowers as far as he was aware. He also didn't have technology to fight ghosts so that made this a fight he shouldn't be able to lose.

He was right. He didn't lose but only because a naked giant man came in to squash the blonde guy without him having to do anything.

That was something he never expected to see. He also didn't want to see a giant naked man ever again. He wanted little mental scarring or trauma to happen to him. It would prevent him turning evil or worse into Vlad.

"Holy geez." A doctor said coming out of the building with some soldiers and Fury.

A man in a suit was complaining about him crushing Captain America.

It took a little bit of searching through his memories for this timeline to know who that was. Apparently he was a guy who had been made into a superhuman to fight a war against Nazis. Danny again considered this world to be truly weird but he decide4d to go along with it.

He had heard weirder things. He was a clone after all who was he to judge someone.

"Relax Stark. He's still wriggling." Naked Blonde man said and introductions were made. The man in the suit was Bruce Banner who according to files turned into a green monster known as the Hulk, Tony Stark was Iron man, the naked man was Hank Pym or Giant-man and the more interesting naked short woman was his wife Janet.

He may have focused more on Janet then the others but in his defense he was cloned form a teenager and he could not be blamed for hormones and biology.

0-0-0-0-0-0-0-0

After all that commotion it took a few hours for the party to announce the Ultimates was set up. Despite them being a team they were all doing their own things.

Hank and Janet were who knows where doing who knows what, Tony was hanging out with Banner before he ditched him for a woman leaving him with the butler Jarvis, and Fury and Steve were talking with the president about something and people were taking pictures of Captain America.

Danny was focused on the food. He had been ditched because no one had wanted to hang around with him as they considered him too young and that he probably would cramp their style.

He was fine with that. He was only here because he was required to be and because Clockwork said he needed to join this group.

To him it looked like they all had major issues.

"Phantom what is your opinion on the Ultimates?" a reporter asked coming over to him. She had black hair and a red dress.

"I think it is a great thing." He said after swallowing. He hadn't expected to give any interviews. He had left that to the adults. Looking at Stark he saw that he was looking this way and sent a pleading look for him to get them away from him so he could eat.

Stark looking at him just took his date and turned and walked away. Danny wondered if this was how Peter felt and more importantly felt like he should get revenge on Tony for this.

Later though.

"So are you truly a ghost?" she asked holding a microphone to him while the camera guy in the back recorded him.

"Yes." He answered walking to a wall turning his hand intangible and putting it through to the other side.

The questions did not end and as he saw the others looking at him and laughing even Fury whose face was usually set in a scowl smirking at him. He knew. Revenge against everyone. That was what was going to be required.

Revenge against everyone.

0-0-0-0-0-0-0-0

Betty was right next to him. Closer than she had been for months and the only thing they were talking about was business.

Captain America's home had been broken into and she was trying to figure out who did it. He told her what Steve had told him. It was probably some kids living in the area than terrorist like Betty was thinking.

He couldn't help but remember Stark's interview on the media yesterday talking about how he couldn't figure out how to make more Captain Americas.

He was close. He knew he was it was just that no one was giving the time that he needed. They all wanted to rush.

Betty was complaining about the training exercise that nobody but Hank and Phantom had shown up for. Those two were just getting pictures taken and having fun joking around without a care.

Banner wished he could be as carefree as that but he had work to do and didn't have time for that nonsense.

"I mean Stark's in space, Fury is in that meeting with Cheney, and now Captain America and the Wasp are trying to avenge some Frank Sinatra albums." She said looking out into the distance.

"As far as the media is concerned we are going to be promoting a team made of Giant-man and a teenager that claims to be a ghost." She said and he tried apologizing to her to calm her down but it didn't work.

Watching Phantom and Hank decide if they were going to listen to the reporter's suggestion of lifting a jet was worth it he couldn't help but feel like he should be doing more.

"My god. Bruce wasn't it enough that Hank and Janet Pym had you demoted without letting everybody down with the new super-soldiers too?" she questioned him.

"You should be losing your mind trying to crack Cap's super soldier serum." She continued ranting and making him more stressed out.

He tried to defend himself but she wasn't listening and learning that Hawkeye wasn't even in the country. She just went mad. Hopefully when they get that crazy guy claiming to be Thor she would calm down.

"Well sorry doesn't make me stop looking like an idiot. Does it?" she said and told him that he had to get Thor on the team or else the break they were on was going to be a lot more permanent.

Getting Thor also did hot work out as well as they hoped. Phantom came along with him and Fury as he was bored and having a teenager who believed himself to be a ghost watch him be humiliated by the insane man that believed he was the son of Odin was too much for him.

When he returned back to base however it did not get any better.

0-0-0-0-0-0-0-0-0

Danny was sitting with the others in the recreation room having pizza and just talking. He didn't truly have anywhere he needed to be so he was leaning in a chair just relaxing. This so far was the best part of the job and of his meetings with Nick Fury. He still needed to get home and destroy the ghost portal door when he got home.

"Well no Thor, no super-solider serum and not even the slightest hint for a super-villain to hit." Janet was complaining about how if it wasn't for the two-year advertising deal Stark pulled on them they'd probably pull out.

They then began to talk about who would be the best actor to play who if they made their life into a movie.

Brad Pitt wanted to play Captain America, Fury wanted Samuel L. Jackson to play him, Janet complained about Fury saying Lucy Liu should be her, He and Fury argued on who should be Iron man.

He was for Robert Downey Jr. Fury was going on and on about Johnny Depp. Hank asked Fury who would play him and he said Matthew McConnaughey. Things were going great until Hank questioned who would play Banner. They went from Geena Davis to Stuart little.

"I'm serious, guys. you know who could do Banner better than Banner?" Hank asked and ignored the warnings that he and his wife had been giving him.

Wouldn't you know it because Banner showed up right then and there. The mousy looking dude just stormed off in a rage. Luckily he hadn't gotten all mean and green.

"I was going to say Steve Buscemi what's insulting about that?" he asked and Danny felt the urge to face palm and give Hank a superhuman flick to the head.

"Alright with that I am out. See you guys later." He said getting up about to take a box of pizza and fly home. The others may have lived here but he didn't trust Fury enough to do the same.

He wasn't sure what kind of test Fury would run and had run on him while he was there but he wasn't taking any chances.

Being careless was how original Danny got cloned. One of him was enough for this reality.

Danny was flying to his house when a ghost portal opened up right in front of him.

Being on guard he was totally surprised when Clockwork floated out.

"What are you doing here?" he asked wondering what got this kind of direct intervention from the master of time himself.

A portal opened up and there he saw something that made his eyes pop out of his head.

Banner was going on a rampage in Manhattan. Eating and killing people. Breaking building and tossing cars. Knowing that it hadn't happened yet since he hadn't heard any screams of terror and pain he knew it hadn't happened yet. With a nod from Clockwork he knew he was right.

He had to get the others. Turning back to the direction he just came from he flew off; in a hurry.

This is just the situation they were made for.

0-0-0-0-0-0-0-0

"Betty? Oh thank god your phone wasn't switched off or anything. There is something I have got to tell you, Honey. something really important…." He trailed off walking in the rain. It was down pouring but soon there would be a bigger problem.

"Bruce? Is that you? Look I really can't talk I am in the middle of dinner with Freddie Prinze Jr.." apparently he was being considered for the role of playing Iron man in a movie and now he wanted to talk about the super soldier serum he took. Apparently Freddy wanted in and to be a super hero.

He and Betty talked and he told her that he had injected himself with Captain Americas blood into himself and while she was shocked at that he fell to the floor. He could feel it starting. Soon he would transform and the Ultimates would join together to stop him.

In his mind it was the perfect plan. Get beat up, unite the team and show them that he was important, and get Betty back it was simple.

He hadn't planned on an ambulance picking him up but he was in no position to care. He fought against his restraints and the two responders that were trying to keep him strapped to the bed.

They may have been stronger than Bruce Banner but against the Hulk they had no chance.

"This is all your fault, Hank. Why did you have to go and say he looked like Steve Buscemi for?" Janet asked as she and Hank got suited up and ready. Danny was just glad that transforming to his costume was one of his powers.

"I will admit I am partially to blame but so are you and the others." Hank said in his giant form but thankfully not naked.

"Don't blame me that was all you guys." Danny said. He wasn't going to take the blame for this. This was zero way his fault. He had only argued with Fury about Iron man's actor.

"Look I don't care who said what. All I know is one of our guys has gone AWOL out there and we better start putting some plan together.

"The plan couldn't be simpler Tony. We hit him until he drops." Captain America said as he was in his red, white, and blue costume and while that may have worked for the others he wasn't as sold on it as the rest.

"We need a plan to deal with the Hulk and save the people caught in the crossfire." Danny may have killed people before but he was still a hero they had to save as many people as possible.

"Alright we have two mission let's go." Captain America said and Danny just hoped that it went as well as the others hoped.

* * *

 **Well what do you think. It is now time for Danny and the Ultimates to face the big, mean, and green himself. Ultimate Hulk while not the strongest there is probably is still a very tough and difficult to fight.**

 **Next time Six versus One**

 **Catch it on the next Dragon Ball- wrong story I meant catch it on the next chapter of**

 **Ultimate Phantom**

 **Read, Rate, Review, and give opinions.**


	8. Six versus One

**Author's Note: Here I am back again with a new chapter. I would like your opinion. I just saw Spiderman homecoming and thought it was okay overall. Still think the first two films were better but it wasn't bad except for some parts. What are your feelings on the movie?**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter 08: Six vs. One**

* * *

Danny and the Ultimates were coming upon the scene and he was more determined than ever to stop the Hulk. Looking at the destruction and the fires that were spread across this section of the city he knew that they needed to end this quickly.

"Oh my god. Did Banner really do all this in just ten minutes?" Giant-man said as the helicopters the others were riding in arrived. If the situation wasn't so serious he would have been making jokes about how Hank was strapped under the helicopters.

"According to sat-pics he's murdered dozens of people, drunk a truck full of beer, and right now it looks like he's stealing a huge pair of pants from a fat corpse Giant-man." Fury said in our ear pieces from the Triskelion.

"You imagine what he is going to do with that girlfriend of his when he catches her with Freddy Prinze Jr.?" Fury asked and the image in Danny's mind was that it would not be good.

"I still can't believe he tried to justify taking the Hulk serum again by saying that he wanted to give the team something newsworthy to fight." Janet said back in a helicopter.

"The man is clearly insane." Danny said looking across to her. She was suited up and wearing a coat over it with a helmet. He was just letting his white hair hang free and naturally spiky.

He still couldn't believe a scientist came up with this sort of idea. He didn't even think about what it would mean for the team if he was found out to be the Hulk or about the people he was putting in danger.

This would be the plot of a movie. No one should have thought this was a good idea in real life.

"Still, at least the antidote he left out for us seem kosher enough…. Right down to the adamantium-tipped needle." Janet said that but he wasn't so confident. This was a man who decided to experiment on himself and turn him into a monster. To Danny that didn't seem like a guy who would double check his data.

He told the others that too.

"Do you have a better plan?" Stark asked condescendingly. Danny really did not like being the youngest. It made the others look down on him. Even though he was the strongest one on the team.

"I do not but I will let you know when I do." He said thinking about how best to have this team deal with the Hulk.

Tony asked if Thor would be coming to help. The answer was not what they would have liked to hear.

He would only help if President Bush would double on the international aids budget.

"Wonderful so we are effectively out on our own here?" Stark asked flying by the helicopters.

"Five against one is still pretty good odds, Stark. Besides I haven't lost a fight since nineteen forty-two and I've no intention of losing one now." Steve said hanging off the ledge. Janet was laughing and going along with this.

Danny was wondering if they remembered that he hadn't been in a fight since the forties and that ended up with the captain being frozen in ice for decades.

Danny knew that it was here that he would have to step in as he was the only one thinking of a plan besides hit the Hulk.

That was a part of it but there were still more things involved in the plan.

"Alright I have got a plan." He announced to the others and while they cautiously turned towards him he began to explain.

"Iron-man and I will deal with the Hulk, Captain America, Wasp, and Giant-man focus on getting the people to safety." Danny said. The others looked unsure of why they were doing this.

"Kid don't you think we should all fight the Hulk?" Stark questioned him. The others looked like they agreed with Stark which made him sigh internally.

They totally did not get it. Wasp and Giant-man were perfect for search and rescue. She could shrink and find injured people and he was big and strong enough to help them and lead the way. He could also protect them from falling buildings that were destroyed during the fight.

Captain America was a symbol for hope. He could get the civilian to not panic and follow the giant man in the red suit and not trample over each other in an act of self-preservation.

It was sad that he had to explain it to them like this. He was younger than all of them.

"No way I want to take down the Hulk." Hank complained. Danny liked Hank. He really did but when his ego got in the way of saving people then they had a problem.

"It's not about you!" he shouted to Hank. Ego and pride were fine in manageable doses and situations but this wasn't the time or the place.

"Fine." Hank said sulking but serious.

"Betty!" The Hulk shouted and now they knew it was time to move out.

"Come on Iron man." He said as the flew down to where the Hulk was. He was climbing up a building King Kong style. Except he was grey, cannibalistic, and could talk. He wondered if this was how the soldi8ers felt in the Godzilla or King Kong Movies.

"Get away from Freddie Prinze Jr., Betty! You're supposed to be Banner's girlfriend." Hulk said as he climbed up higher and higher.

"Fire on three." Danny said as he and Iron man flew closer to the Hulk. A ghost ray and a repulsor blast sent him off the building and skidding to the ground in a huge crash.

0-0-0-0-0-0-0-0

"Oh, my god! He's found us, Nick! That deranged, little freak found out where Freddie and I were dining." She shouted to Fury to get him to understand the danger she was in. she knew that answering Banner's call was going to make her life harder but she answered anyway.

Banner got really creepy and so she begged them to send everyone even the ghost kid with energy blasts. She didn't care what happened to Banner right now but she would not 'sit tight' and wait like Fury suggested.

She then watched as he was blasted off of the building and while it started to fall it was caught by Giant-man.

"Everybody okay?" He asked looking at all the clearly terrified people.

"We are here to save you." Janet said as she and her husband got the people inside to calm down and lifted them out before the soldiers began taking them to a safe area.

She and Freddie however apparently had to stay since the Hulk was chasing them. Though for two entirely different but still horrible reasons.

0-0-0-0-0-0-0-0

Holding up a building with two hands while a giant was something he had not thought that he would do when he was younger. When he was younger he knew he would be famous when he was got older probably also rich for his scientific discoveries but being a superhero wasn't one those things he believed possible for him.

Looking down at the building that was full of Hulk sized finger marks made him really glad that they had listened to the kid.

"Janet you okay?" he asked his asian wife that was down on the ground helping people.

"I'm doing fine how are you holding up?" she asked in return. The giant-man serum was still new and they did not know how much he could hold up. He knew she would worry a lot. she would feel responsible if he got hurt since he based the serum on data he got from his wife's powers.

"Fine I could hold this for a week." he boasted. He did wonder if this would be featured on the news and that he hoped that if it was they got his good side.

"Okay but be careful." she said before she flew off.

0-0-0-0-0-0-0

Facing the Hulk Danny was truly wondering why someone would willingly turn themselves into a monster. Part of it was probably the Hulk but a part of it had to come from Banner too given the words he was using to describe what he would do to him.

That's not even mentioning what he said he would do Hank if he got his hands on him.

Apparently the Hulk was going to tear off Hanks head and use it as a toilet bowl. Danny had to blink a couple times.

"You are one sick ticket Hulk." Danny said. That was worse than both the Box ghost and the Lunch lady and Vlad and Spectra.

"Hulk smash puny man!" Hulk said as he charged right at Danny. Hulk jumped into the air and came for a spike with both hands like Danny was a volley ball.

Seeing him coming down on him like that he did a perfectly rational thing. He blasted the Hulk with a ghost ray that sent him flying backwards in a daze and crashing into the earth.

"Big, strong, and ugly. Not so smart." Danny said as Iron man blasted him from the sky. After getting a check in from Wasp and Giant-man he returned to the fight.

"Here we go big guy." Danny said as he lifted Hulk up with telekinesis. Since Hulk was such a fan of volleyball he decided to return the favor.

He served the Hulk up and Iron man slammed him down into Grand Central Station. The soldiers and the others had emptied the building out beforehand so no one was in there.

He flew right after the both of them. He knew Iron man couldn't take out the Hulk on his own.

0-0-0-0-0-0-0-0-0

"Tony, it's Nick. We're minus visual for thirty seconds. Give me a sit-rep, man. You okay in there?" Fury asked liked it was perfectly normal to slam a giant monster through a building in a metal suit of armor and act like it wouldn't hurt.

"Are you kidding? first the silo door jams and they take eight minutes to launch me, now the sights in this thing are knocked six inches to the left…" it may seem simple but this stuff was incredibly important not to mention he was fighting a cannibal with super strength so perfect vision was important.

"Shut up dog breath." Hulk said grabbing on to him.

"Tony." Nick said but he wasn't focusing on that so much now that he was being grabbed and squashed.

"Little man smells like canned meat! Hulk wants to know if you taste like canned meat too!" Hulk said grabbing him and squeezing him until his helmet popped off. Nick was asking questions but he didn't have time to answer.

"Iron man isn't on the menu." Phantom said appearing from behind Hulk and then tossing him over his shoulders.

"I can give you a knuckle sandwich if you're hungry." He said as he looked down at the Hulk with his green eyes glowing and his voice promising nothing but pain. Tony would like to watch but he had to check how much power his suit still had left.

He just hoped that the kid could wait that long. Fighting the Hulk was dangerous enough as a group but alone it would be considered suicidal.

He hoped Phantom lived up to his name or the kid was toast.

0-0-0-0-0-0-0-0

He was facing down the Hulk and truly wished that right now he had managed to get the ghostly wail power but nope it still wouldn't work for him. So he would have to use pure brute force to beat the Hulk.

He created a duplicate and sent it to overshadow the Hulk. It worked as he could see the Hulk yes begin to glow green. However, it looked like the Hulk was fighting the possession.

Guess having two different personalities made it easier to develop a resistance to and be able to fight a third personality trying to take over.

"Hurry." Overshadowed Hulk said struggling to stop himself from moving.

Danny wasted no time just flying to the Hulk and started punching him. No holding back. It might hurt the duplicate but they were aware of what they had planned the moment that they had split up.

The fact that the Hulk was struggling meant that there was no way that could stop him while holding back.

Giving an uppercut that sent the Hulk flying towards the ceiling Danny flew to reach the surface before him. Sticking to the walls he gave a punch to the Hulk's stomach that sent him crashing into the ground.

The Hulk was then blasted five times from ghost rays from both hands.

Danny came in intending to punch him even more while the Hulk was possessed except through sheer willpower he pushed out the duplicate.

Eyes widened Danny kept going and the Hulk tried to smash him between his hands only for Danny to turn intangible and invisible.

"Show yourself! Hulk smash tiny Child!" Hulk said turning around constantly trying to find him.

Guess the Hulk didn't like pain.

"Right here." Danny said from behind Hulk and giving a punch that was strong enough to shatter a normal person's spine. To the Hulk with his strength and hard skin it just sent him flying into a column holding the upper floor.

"Hulk crush puny man." He said when their eyes met. The rage in them visible to Danny like the sun on a cloudless day.

"Yeah change your speech patterns. It is always the same thing with you." Danny said as he charged right at the Hulk and used his body as a battering ram to break through some of the columns.

Not enough to bring down the upper floor but enough that the building would need to be repaired so an accident wouldn't happen.

He would let them either give the bill to S.H.I.E.L.D. or Stark. He knew both could take care of the issue.

Holding the Hulk up with one hand against a column they hadn't destroyed Danny used ectoplasm to stick him to the structure.

Then he began punching the Hulk.

"This is for the people you hurt." He said as he gave one punch. He gave another for the destruction to the city with the other and kept switching hands to punch with. One for doing this purposefully. Another because of how stupid he was.

He lost count after thirty punches.

Taking a look at the Hulk he could see that the Hulk was hurt going of the blood dripping from his mouth and the bruises on his face.

"Had enough?" he asked the Hulk expecting the answer to be a yes. That was why when the Hulk gave him a bloody smile and broke free of the ectoplasm and wrapped both of his hands around Danny's body he knew what the answer was.

"No. Boy hurt Hulk, Hulk kill boy." At least he was changing his speech patterns. Hulk then began to squeeze his arms trying to crush Danny

"Okay." He said as he phased out of the Hulk's hand and backed up a little. His hand glowing as he created his strongest ghost ray yet.

"Hey Hulk. Beware!" he shouted as he blasted Hulk outside the station.

Looking at Tony he learned that while he had been fighting the Hulk Tony had been trying to assess the damages to his armor. His armor was at apparently below twenty-five percent. Given that he was also covered in Hulk saliva. Danny thought that Tony was not having a good day.

He told him that too. While Tony was glaring at him they learned that Backup was coming to deal with Hulk.

Danny not one to be left out flew out of the hole he had made when he blasted the Hulk outside the station. He left a duplicate to watch over Tony until some people came to help him with his suit.

0-0-0-0-0-0-0-0-0

Danny paused at what he was seeing. Janet had decided that the best way to stop the Hulk was to flash him her breasts. Danny admitted that it had caused him to stop and stare as well for a few minutes before he remembered why he was there.

"A double PhD and the only way you can think of to distract him is a Mardi Gras special." Fury said. Danny decided that Fury was on the side that killed all joy.

Danny was really glad he decided to accept the deal that landed him in this universe. Living here while annoying at times had its rewards.

Seeing that the Hulk was distracted too Danny decided that it was time to blast him again.

Captain America then rolled up in a tank. The tank however did not last long against the Hulk. He ripped through it like cardboard. Given that Danny could probably do the same it wasn't that impressive to him.

Steve didn't let that stop him. He rushed straight at the Hulk without a hesitation. He threw punches and kicks and even hit him with his shield but the Hulk still would not go down so easily even after all the earlier abuse that Danny gave him.

"Here's some help." he said to Captain America as he blasted the Huk from behind.

"Thanks. let's keep going." Captain America said as he and Danny kept attacking the Hulk. Danny at short range using punches with Captain America and using his ghost rays for long range and get the Hulk's attention.

"Hulk crush little boy." Hulk said as he grabbed a car and tried smashing Danny with it.

"No chance of that happening pal." Danny said phasing through the car. not even feeling the explosion. Just like before Danny sent an uppercut to Hulk that sent him in the air a few feet.

"Cap. it's your turn." Danny said and Captain America jumped off a car and slammed the Hulk into the ground with a flip kick.

"Banner's not the only one with super-soldier formula running through his heart, chum. Now get me a med-team pronto because this little guy isn't going to be in the best of shape when I jam this antidote into his neck." Cap said in response to a guy on the ear piece asking if they took out the Hulk.

Of course like he assumed earlier Banner had not really thought this through. He knew because as Captain America tried jabbing the needle into the Hulk's neck. It broke.

The neddle had done nothing except make the Hulk mad and when he got up. He and Captain america got into a struggle of strength. With the Hulk winning. Captain America was sent to the ground.

"Oh, my god! he broke the needle." Janet cried out back in her regular size.

Standing back Danny decided that he needed something a little stronger. green lightning was blasted at the Hulk and as he was hit with Danny's electrokinesis the Hulk roared in pain. Danny knew that it wasn't enough. He would have to hit him with more.

Luckily for him Thor came to help and with him came the lightning. According to Fury the president had complied with Thor's request and imcreased the budget for international aid.

"Your jaw is broken, your ribs are cracked and one of your lungs has just been punctured, Banner. Have you tasted enough of Mjolnir left?" Thor asked standing above a crater that held the Hulk.

"Nah Thor's hammer just made Hulk hornier for Betty again, hippie!" Hulk said in repsonse. Captain America then decided to step in and tell Hulk that Betty and Freddie Prinze Jr. had been put on a helicopter moving them far away from here.

Hulk took the bait like they thought he would and Wasp blasted him when he got near the helicopter and Gaint-man smacked him down to the earth with his giant hand.

0-0-0-0-0-0-0-0-0

"Now he turns back to Banner." Dannny said as he and the others looked down on Banner. Danny wished though that when he had turned back into Banner he had kept his huge pants.

Danny had seen way naked guys way more than he was capale with. he focused on the iamge of Wasp and Rouge naked to help him deal with this.

"Don't hurt me. Please." Banner cried out to them begging them to ignore the damage he did to the city, the people he ate, and them being the ones he ahd threatened.

Hank wasn't for that idea given what Banner had threatened to do to him. Danny wasn't in a forgiving mood either.

"I was only trying to help. This was all part of the plan you see. I was only trying to come up with a meance you could all get together and fight." Banner said trying to rationalize what he did. He was ignoring all the people that he had eaten and the others he could have killed.

"You do understand don't you? I mean, I hope you aren't going to punch or kick me or anything because I really couldn't handle that kind of thing right now Cap." Banner said pleading for them to let bygones be bygones.

"Don't be ridiculous. Why would I hit you Bruce? you're one of the gang for god's sake,... part of the team." Captain America said but he kept walking closer to Banner but while he may have said that Danny didn't really think he meant it

"I'm just here to make sure those cuts and bruises get the proper attention, pal. C'mere and let me get a closer look on that big gash on your cheek." He said and when Banner came closer saying he didn't have a gash Steve kicked him back down with his boots.

That knock Bruce out cold.

"You do now son. Dig out a straitjacket in a size thirty-four, general we're bringing him in." Captain America said walking away.

Danny did not agree with that idea. He wasn't sure it was such a good idea to let Banner live.

He told them that too. Looking at all the damage he didn't think it was a good idea to let Banner go if he could wind up doing this all over again.

He had turned his hand invisible and was prepared to pull out Banner's heart. He was unconscious so he probably wouldn't transform back into the Hulk.

Fury however had to stop him and say that he wasn't allowed to kill him. They had their orders and since they worked for and were paid by the government he had to listen. He reminded himself he was doing this to save millions of lives later.

So he waited with the others for the soldiers to come and pick Banner up.


	9. Ultimates United

**Author's Note: Well here we are with another chapter. I have been reading Image comics like Invincible and they have tied with my love for DC. I have now moved Marvel Comics to my second favorite and I don't mean current Marvel but the older funnier Marvel Comics.**

 **Also wanted to remind everyone that the abuse between Hank and Janet never happened in this universe.**

 **I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter 09: Ultimates United**

* * *

Walking through the Triskelion with Betty Ross and Nick Fury Danny couldn't help but look at all the people healing here that were hurt during the Hulk's rampage. The whole event was something he was glad he was able to stop but still he was really regretting not killing Banner so the guy would never get the chance to rampage again.

Feeling all the stares of awe that were sent his way Danny decided to focus on the fact that these were the people that he had saved and take it as an accomplishment.

Getting in to the elevator with the other two Danny was content in the silence. Betty on the other hand was not and so she decided to break it.

"You know, there is a little bit of me that feels a tad responsible for all this, general." Betty said.

"I agree with you." Danny said cutting in and the two turned towards him.

"Isn't that a little harsh?" Betty asked him. Danny shook his head no. He wasn't one to judge another person but he could see and understand cause and effect. From the way that she, Hank and the others had been treating Banner and his obvious issues a problem was naturally going to occur.

He told her as much. Then the elevator door opened and they stepped out to see Banner.

While they were watching Banner Fury asked him why he wasn't with the other Ultimates helping out and he replied that he was.

"Then how are you here?" Fury asked him.

"I'm a Duplicate." He answered before he felt the original calling him back. He left while letting them discuss how to cover all of this up.

0-0-0-0-0-0-0-0-0

Danny absorbed the clone back into him while they helped clean up the mess that banner had made.

Picking up a piece of debris single handed Danny turned towards the others and saw that they were getting interviewed.

"How am I feeling? Well my ribs are cracked, my nose is broken, and my left arm seems to have been dislocated, but it's nothing that shouldn't heal in a day or two, ma'am." Captain America answered.

"Was I scared fighting the Hulk? To tell you the truth I was shaking like a leaf, my dear." Tony said in his armor and Hulk drool running down his face.

"That is why Stark is glad to have someone like me with him." Danny said as he wrapped an arm around Stark's shoulder.

"Really?" Stark asked raising an eyebrow at him.

"You were there. you know what happened." Danny said and then the reporter turned towards the others.

"No, helping the Ultimates does not mean I am suddenly one of Bush's little super-commandos, mister Stern." Thor said and then went on to say "By that logic wouldn't stopping to help an advertising executive with a flat tire mean you automatically joined Proctor and Gable."

Janet was on a show with Oprah talking about the Battle while Hank was here with the rebuilding and taking pictures.

0-0-0-0-0-0-0-0-0

Danny was in a boxing ring with Captain America. Danny was in his costume but the captain wasn't.

"You sure you're up for this?" Danny said as he lifted his hands up.

"Anytime." Captain America replied as he lifted his hands up.

Danny had decided to train with Captain America in close quarters combat without the use of his powers as that was one of the many things that the Captain was good at that no one else on the team was.

"Let's go." Rogers said as he came in with a punch that Danny sidestepped. Dropping to the ground Danny tried to kick the Captain's leg out but the captain did a sideways flip that ended with him on his legs and farther than Danny's leg.

"I'll admit it. you are good." Danny said as he came in with a punch to his face that the Captain blocked by bring his fist up. Danny brought his fist down to punch the captain in the stomach but Captain America grabbed it and flipped Danny over his shoulder.

"You need a minute?" he asked looking down on Danny.

"Oh it is on." Danny said jumping up to his feet and facing the captain.

They rushed at each other both with a determination to beat the other.

0-0-0-0-0-0-0-0-0

Walking down the hallway Danny was now bored. It had been a draw with Captain America. He had to admit for an old man that had been frozen for a few decades the old guy was still very fast and strong.

Seeing Janet walking towards him Danny got an idea. Steve had told him that he, Tony, and Thor were having dinner and that they wanted to know if he was interested. Danny was bored and had nothing to do at the time so he said yes.

"Hey Janet." He called out to her. She saw him and turned he told her why he was calling out to her and she agreed and promised that she would bring Hank as well.

"Alright thanks. See you later." He said as they parted ways.

0-0-0-0-0-0-0

"They made trading cards about me?" Captain America asked as they walked through Tony's huge mansion. Danny had arrived along with the others about ten minutes ago.

"All gone to charity now, I'm afraid. I think I gave them away with the Faberge eggs and the vintage playboys, if I'm not mistaken." Tony said talking about how this house that he had bought from his mom with the first million he ever made.

The butler Jarvis led them all to a table and brought out wine for the others. Danny however was given soda. Danny just leaned back in his chair and wondered when the food would get here.

"Thor do you really believe in this whole Asgardian thing?" Hank asked as he and Janet sat next to each other. Janet elbowed him for being rude but Thor just took it in stride.

"Oh very much. I have believed since I was twelve. The mental breakdown just made everything clear." Thor said and Danny had to admit that really did not help his case.

Thor went on to say that he was a god in the form of man and sent here to help fix the earth and Tony went to try to tell him that joining the Ultimates could help him do that. Thor disagreed saying that the Ultimates were being paid for by the wealthy to protect them and that joining the Ultimates would be forgiving and accepting the military industrial complex that was paying them.

Captain America then said it was good since they got him for free since he offered to help if there was a threat that endangered people's lives.

"Hey Phantom are you really a ghosts?" Tony asked. I guess since they were asking Thor if he was really Asgardian they would ask him too.

"Yes and No." he answered.

"How can you be both a ghost yet not a ghost?" Hank asked

Feeling no need to keep it a secret given that Fury and S.H.I.E.L.D. knows Danny gave a sigh and transformed back into his human form. It wouldn't do to keep this a secret from his team.

"My name is Daniel Masters and I am a half ghost." Danny said looking over at the others who were surprised by his transformation.

"How can you be half a ghost?" Janet asked leaning on the table looking at him. He could see the others were interested too.

"It depends on your definition ghosts." Danny said leaning onto the table. It seemed like since they were waiting for dinner they were telling origin stories. Tony already told them about his tumor and how he became a superhero to make every day of his life matter. The Pym's origin story was already known alongside Captain America's. His origin story was the only mystery.

He decided that he would tell them a modified version of his story using the origin story made by the alien that sent him to this universe.

"There are three ways ghost are described. The soul of the deceased that refuses to move on, An odd manifestation of ectoplasm and post human consciousness, otherworldly monsters and creatures with no connection to human spirits." Danny said as he gave them the three ways ghost were created and defined. The first was the mystical reason that many believed in. The last two were the beliefs of his original universe.

Tony, Hank, and Janet all look interested at this discussion.

"Which one are you?' Thor asked.

"None of the above. I am a halfa. Half human and half ghost and I was born this way." Danny said.

"Which of your parents was the Human?" Hank asked.

"My father." Danny answered and it was true. In this Universe Vlad wasn't given ecto-acne given that none of the Fentons existed. He had checked his second day in this world.

"So your mother was a ghost?" Janet asked.

"Ghost can have kids?" Tony asked. Danny nodded.

Danny told them his backstory. His parents had gotten together and created him in a lab to see if they could create a child that was both human and ghost. They wanted to see if a human could have ghost powers.

"Why would they do that?" Janet asked wondering why someone would go to the trouble of this.

"Profit maybe?" Tony asked and Danny shook his head no. Vlad and Spectra were rich but they had not created him for that purpose according to his memories.

"They did it so that Vlad my father could have ghost powers." Danny said. Vlad had turned himself into a half in this universe both to be with Spectra and for power which they later got by robbing millionaires.

"That is against the law." Tony said. Human genetic manipulation tests were forbidden by the united nations and when found out they were to be arrested.

"Yeah. The thing is the both of them aren't on the planet anymore so they really can't be tried." Danny said

"Where are they then?" Tony asked and he told them they were in another dimension but no specifics were given since one of them might tell Fury and there was no telling what Fury would do with information of the ghost zone.

The food then interrupted them and Danny focused on that and the adults took it as a sign to end the conversation.

0-0-0-0-0-0-0-0

"Doctor Banner? Can you hear me? Is the speaker system working?" the person on the other side of the glass asked. He was holding a clipboard with notes on him from all those test they took on him.

"Who in God's name are you supposed to be." he asked tiredly. He just wanted to go back to wallowing in guilt over what happened. Others that worked here had left him alone when they weren't blaming and attacking him.

"Emmon Brankin, sir. I don't know if you remember me, but I was the senior medical officer on S.H.I.E.L.D.'s old genome project a few years back." He said. Banner didn't remember much of back then. The only memories he had of working with S.H.I.E.L.D was the Hulk and how much trouble that came from it.

"Doctor Pym brought me on to deputize for him on the super-solider program when you, ah... Well, when you had your recent Hulk episode, sir." he said reminding him of his recent rampage. That was the hip thing to do apparently.

Remind Bruce Banner of his rampage while ignoring that his plan worked and the Ultimates were now friends and a true team. Did anyone remember that no. All they remembered was that the Hulk had gone on a rampage.

"I'm here to review your blood tests and see what we can do to make your stay here in the holding area a little more comfortable, Doctor Banner." he said looking at him.

"Are you still feeling a little too groggy from the painkillers to talk about this right now?" he asked but his mind was focused on something else.

"One of the nurses told me they were having a remembrance service this morning for all the people I killed in New York, Doctor Brankin." He asked the doctor. They weren't supposed to tell him since they were worried it might stress him out and bring back the Hulk but the nurse wanted him to feel pain since one of them had lost a niece.

"Is it true I murdered over a hundred people?" he asked. The entire night seemed like a blur. He remembered talking to Betty then walking up to facing the Ultimates and in a lot of pain.

"To be honest we won't have any final body count until all the bodies are dug out of the rubble, sir." he went on to say that there were a lot of lives saved that might have died if it wasn't for Phantom and Iron man taking up most of the Hulk's attention.

Bruce didn't like what happened but he could take the small victories where he could.

"You can't imagine how painful this has been for me, Doctor Brankin. The paper must be tearing me apart out there. The public must be calling for my head on a plate." he said wondering how bad it would be when he got out of the cell.

Apparently that wasn't an issue. The government had airbrushed him right out from their statements. Apparently if you did not work for S.H.I.E.L.D. or the military you did not know that the Hulk was Bruce Banner.

Looked like life was finally going well for Bruce Banner is some manner.

"Are you serious? You mean once I get out of here, there isn't even going to be a trial? " He couldn't believe that and going by the look on Brankin's face he was right there being in fact something he still wasn't being told. It looked like it was going to be bad news.

"Actually that is one of the things I came down here to talk to you about, sir. You see we have been taking a look at the general trends in your blood test results and I am afraid that things aren't quite as simple as your last couple of Hulk escapades." he said and the tone in his voice made Bruce uncomfortable.

"It's probably the fact that you combined your old formula with Captain America's super-solider serum but the Hulk intrabodies in your cells aren't just disappearing." Barkin said and he was shocked and worried over what that meant for him.

"We think they are forming a permanent bond with your DNA, sir." Bruce could not believe this especially with what it meant for him.

"Are you out of your mind? That's ridiculous! I'm not going to spend the rest of my life in a cage! I want the figured checked again! I want Hank Pym to check them not some idiot I've never heard of." He screamed unable to believe what was going on. Why did all of his mistakes just make his life even more difficult.

"Very well." Barkin said and left leaving him alone to wallow in his despair except now it was even worse.

0-0-0-0-0-0-0

"Gentlemen I would like you to meet the leading lights of S.H.I.E.L.D.'s black ops division. Natasha and Clint, this is Tony Stark, Phantom, Hank and Janet Pym, Steve Rogers and Thor." Fury said as he introduced them to the Ultimates.

Danny waved at Hawkeye but he was focused on talking with Scarlet Witch and Quicksilver.

"Clint and Natasha as you might have heard, are going to be upgraded to public status later this month, once we finish falsifying their backgrounds. Quicksilver and Scarlet Witch are staying in the shadow team for obvious reasons." he said and they turned to look at them and saw that Danny was talking with quicksilver and going by the grin on his face and the scowl on Quicksilver's it was obvious that Danny was making fun of him.

Oh great that kid really loved annoying people.

0-0-0-0-0-0-0-0-0

"Hey Pietro can you create speed mirages?" Danny asked with a grin on his face. Pietro and Wanda Maximoff were the children of Magneto. The mutant terrorist that had attacked Washington a while back. They had sided against their father which led to his death and now they were joining the Ultimates.

Danny wanted to understand what type of people they were and so he sought to find out. He wanted to annoy Pietro because it seemed like it would be funny seeing his reactions so for him it was a win-win situation.

"Can you create a speed mirage?" he asked and watched as Pietro glared at him. He found it best to make flash references with Pietro because the man clearly wasn't as fast as the flash and he was proud of his speed.

"Hey do you guys take long talks in hallways while Pietro broods Wanda?" He asked and given the guilty look she gave Pietro and as Pietro glared at him he knew he was right.

"Do you tell him run, Pietro, run when he is feeling down?" Pietro tried to rush him but he crashed into the wall as Danny turned invisible.

"Should have tried vibrating your molecules so you pass through the door." Danny said and looked at the downed body of Pietro.

"You make me miss being a super villain." He said as his sister began to help him get up.

"I don't know what surprises me more, General Fury the Brotherhood of Mutants working for S.H.I.E.L.D. or the fact that you are employing Magneto's children here." Thor said with his weird long blonde hair that in Danny's opinion was just terrible.

Apparently they were working with S.H.I.E.L.D. for the release of a few prisoners that were in the government's custody. Natasha and Quicksilver were arguing over what they had accomplished with Pietro claiming that he had saved her life three times when they were in an earlier mission and Natasha didn't believe him.

"Maybe you can tell us why all of us were needed." Captain America said in the back. He was obviously trying to get back to reason that we were all called here.

"Nick do you know Stark International is losing a million dollars for every minute I am sitting here, old boy. Do you think we could possibly get this meeting underway?" Tony asked. Danny wasn't sure if he was exaggerating but with the amount of money Stark had he didn't think Stark would care over a few million.

"Okay but anyone just promoted to above top secret should probably take a seat because what I am about to say contradicts everything we drip-fed to you through the media people." You had to give it to Nick Fury he really was a master of setting the mood.

Danny wondered at times if that eyepatch was just for show and to help him look intimidating. After all who asks the man with an eyepatch a question that would lead to a stare down.

Apparently there were eleven alien species living on this earth that the American government was aware of. The Chitauri had arrived in the year seventeen seventy-seven and were responsible for several acts of genocide most notably world war two.

Looking back on him he saw that Captain America was giving a deep frown at the screen.

Fury said they were eight feet tall and reptilian with the ability to transform into humans. They helped the rise of national socialism and Adolf Hitler.

They had assumed them finished when the war ended and them driven out of Europe and Africa and until two years ago in Calcutta where they found a Chitauri corpse they had assumed them dead and extinct.

Last year there were four sighting in Eastern Europe and another three in Singapore but the New York bust was the biggest to date.

"Five hundred and twenty-eight sleeper agents organizing everything from mind-control drugs in the water supply to infiltration of the national media." He said looking at all of them but Fury believed that the problem went even deeper. That the Chitauri were planning something on a planetary scale.

They didn't know what the plan was but they were scanning the alien's brain to find out what it knew or what it had been planning.

"My god. Am I the only one here absolutely blown away by all this? I mean are you all trying to prove how cool and unflappable you are or something?" Tony asked leaning back. Danny had met a scarier alien before being sent here and he was pretty confident he could destroy these Chitauri.

"Welcome to the world between the cracks in the sidewalk, comrade Stark." Natasha said with her Russian accent.

Fury led them all to the alien that was being dissected. Danny was really glad he hadn't eaten anything as he got a good look at the creature. His face shifted between alien and human, two mouths open in terror, purple blood spilled all over the table, and its eye was out of his head and put right next to it. It truly was a gruesome thing.

Hank and Janet were staying behind to help with the study of the alien. Everybody else was suiting up and getting ready. Danny already had everything he was going to need for this trip so he just went up to the roof of the Triskelion and took a look over the city.

His ghost sense activated and he whirled around to see who it was.

Clockwork was standing behind him in his child form.

"Is this why you made me join the Ultimates?" Danny asked. Wondering if this invasion was the reason that millions of people would die. That this fight would end badly if he wasn't there and that people would get hurt.

"No. If you survive this problem, then you will one day face the catastrophe I am aware of and warned you of." Clockwork said shifting to his adult form. Danny found it more comfortable talking to Clockwork when he was older than Danny in appearance and not only age and mind.

"So we all survive?' He asked Clockwork.

"I won't tell you that because if I give you an answer you will either fight too overconfident or too protective of the others." Clockwork answered.

"So it is a question I will have to figure out on my own?" He basked and watched as Clockwork nodded and disappeared into a ghost portal.

Giving a sigh Danny turned to look back at the city getting ready for a major fight. He walked down a while later trying to find Tony and Natasha to tell them it was time to go and saw a sight that would traumatize him more than any of the fighting would.

0-0-0-0-0-0-0-0-0

Flying with Iron man and keeping in time with all the jets was easy for Danny to do listening to the man's jokes however that truly was the hard part.

"Tony I want you to know that you aren't funny." He said as he floated between two jets.

"You just have a poor sense of humor. I blame it on the public educational system." Tony said in return.

"I may blame them for a lot but I can't let them take the blame for you jokes failing." Danny said with a grin on his face.

"Both of you focus." Fury said. He was with Captain America, Hawkeye, and Black Widow and approaching Micronesia by helicarrier while Thor was flying on his own.

0-0-0-0-0-0-0

Janet Van Dyne was currently trying to escape the Triskelion. She had heard that there was fighting in the sick bay and she went to check it out. She had heard reports of gun shots being heard and people being hurt.

She had rushed down there and found that the Chitauri had invaded farther than Nick Fury had thought and were now trying to take control of the base. She had fought them off for a while but being small and shooting energy blasts weren't really affecting them much and so she left to alert the others.

0-0-0-0-0-0-0

"What do you mean nobodies there?" Fury questioned Thor. He wasn't sure he heard the man right

"Exactly what I said general, you asked me to teleport and give reconnaissance and I'm giving you the best information available." Thor replied with certainty.

"The island's deserted and has been for weeks. The information given by psi-division was completely inaccurate." Thor said.

"Yeah well I think I trust their word more than yours, Goldilocks. go take another look, huh?" He told him.

"Excuse me?" Thor said.

"What?" He said. He didn't get how the guy didn't understand how important this was.

He and Thor argued over the next couple of minutes about how Thor didn't work for Fury. He helped him out because people would be in danger and killed otherwise. Fury in disbelief over all this was about to say something else when Stark showed up and told them that Thor was right and besides them nobody else was here.

0-0-0-0-0-0

Danny had been walking inside the building with the soldiers when they saw the bomb.

Create a ghost shield over the soldiers Danny protected them all from the blast. He lowered the shield when the damage was over and had to cover his ears when the soldiers began to cheer when they saw the weren't caught in the explosion that destroyed the facility they were standing in.

They were cheering but Danny was thinking about all the people that were caught up in the explosion. He hoped that a majority of them made it out okay. Psychic division had a lot to explain when they made it back.

0-0-0-0-0-0-0

Janet couldn't believe she had been captured. The worst bit was being stuck in a beaker. Psi-division had been compromised and she was the only one that knew. They had taken Hank out already. It had taken a lot of them but the accomplished it and now she was trapped.

This was so humiliating.

The worst part was the alien that captured her was now dragging her along and so she had to listen to him boast about how they were going to win.

0-0-0-0-0-0

Rushing to the capital Danny and the other charged straight ahead. It hadn't take long to understand why they had been set up and sent to a facility that was going to explode.

Full of determination they charged right ahead to do battle with the Chitauri.

Captain America and Fury were doing battle on the ground with the soldiers.

Thor and Danny were taking the ships down.

"You are a brave warrior for one so young." Thor said to Danny as they brought lighting and electrokinesis down on the ships respectively.

The blue and green lighting took down ship after ship.

"Thanks but let save the congratulations for later." Danny said in return.

The battle from that point was really easy. Captain America was dealing with the leader of the Chitauri and Ironman saved the city from having a plane crash into it.

Hawkeye, Fury, Quicksilver, and Scarlet Witch were fighting and Black Widow had freed Wasp and Giant man and they were taking care of the Triskelion.

So far everything was going pretty good.

"NO!" He heard a voice shout and looked to see Banner being thrown out of a plane coming closer to the fighting zone.

"Great now we have to deal with this." He complained.

0-0-0-0-0-0-0-0

Well after Captain America sent the Hulk after the aliens Danny had left Thor to do his thing and destroy the other ships. He went to help Iron man, Wasp, and Black Widow stop a bomb. Or more accurately a duplicate did. The original went to deal with the Hulk.

"Thor, it's me. Could you get down here for a second? We really need your help and don't have much time left." Iron man said.

Black Widow and Iron man had this speech about how she respected him for being willing to sacrifice himself for the world and mentioned an event that they had in the bathroom that Danny was consciously trying to repress in his mind. Behind layers and layers in a door that would be labelled repressed memories.

"What but I thought you had a plan." Janet cried out. She was clearly nervous. Danny wished he had a helmet he could take the bomb to space and let it blow up. He was only a duplicate and it would save lives.

"I do have a plan: I want Thor to use his magic hammer to teleport the bomb off-world. As far away from me and you as possible." Iron man said and Danny had to admit it did make sense to do it that way.

The girls on the other hand had a different reaction. They broke down and Janet put her hand to her mouth at Tony's plan.

Natasha raged at the fact that he was going to have Thor drop it off in "Narnia" and Tony told her to stop being so Eastern European and relax.

"Danny what is your opinion?" Janet turned to him to ask.

"I say go for it." Danny had memories of mystical objects that could rewrite reality. Why shouldn't they trust in one now.

Natasha fought Tony's claim that Thor was real and said that he was an insane metal patient with delusional schizophrenia.

Of course that was when Thor decided to show up.

"Oh, ye of little faith." Thor said with his axe in hand clearly confident in what he was doing.

"This is insane." Natasha said and as Thor began to draw lightning to himself they all began to run away from the bomb.

"But that's impossible. I've read the intelligence reports. I've seen all the classified documents. Thor how did you do that?" Natasha asked as besides feeling the few ripples third dimensional space that Thor mentioned would happened when he teleported the bomb to Nastrond a desert in Asgard.

"He is a Norse God." Danny said to her as he finally relaxed. He knew that he would survive but the others that were farther away would not have been so lucky.

0-0-0-0-0-0-0

Original Danny was with Hawkeye and the others dealing with the fact that now that the aliens were gone their biggest problem was the Hulk. He had eaten the alien commander and was now rushing Hawkeye.

"Hey dummy remember me." Danny said as he blasted the Hulk who was charging Hawkeye with the only weapon able to turn him back into Banner.

He had expected ghost rays to blast the Hulk but instead what he had hit the Hulk with was ice.

"Finally." Danny cheered looking at his hands but while he had been celebrating the Hulk had broken free and was charging at Hawkeye with the arrow sticking in his shoulder.

He could hear Hawkeye screaming as the Hulk got closer but when he turned to them and rushed off to save him he only found Banner back to normal and unconscious.

"Zat a fact Hawkeye this guy eats in his sleep or something?" a soldier asked him the others were full of smiles now that the danger was over.

"That's right. Laugh it up. I'd like to see you make that shot, you morons." Hawkeye said in response.

0-0-0-0-0-0-0-0

"I think this means we're officially superheroes now." Janet said as they all stood together looking over the damage.

"I mean I have been a superhero for a while already so this is just another day in the life." He said. He was glad everything turned out all right.

"Don't ruin the moment kid." Giant-man said next to the Wasp.

"There will be a party to celebrate in a few days." Fury said to them and it was awesome lots of pictures were taken the food was amazing.

He spent a lot of time just looking outside glad to be alive and watching the fireworks. The adults were inside dancing. He was on his own since he was looked like a teenager and the party was full of only adults.

Looking at the fireworks he knew it was time to leave. Taking off into the air he heard the flew off back home. He was going to get some sleep. He had definitely earned it.


	10. New Enemies

**Author's Note: Here is the newest chapter of Ultimate Phantom. Typed this while watching Marvel's Inhumans wondering what your opinion on the show is. Read, Review, Give opinions.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel.**

* * *

 **Chapter Ten: New Enemies**

* * *

 **(Duplicate Danny)**

"Hey Betty." he said looking at the lady sitting at the table drinking coffee and wallowing in her angst.

"What do you want?" she questioned him. She looked miserable and in deep need of sleep.

"Just wanted to talk." he said taking a seat and looking across from her.

"I'm not in the mood." she said trying to blow him off and get him to leave her alone. Danny was too stubborn to let this go that easily and he was a duplicate anyway so he was going to have fun before he was forced to disappear.

"Hey Betsy have you seen Banner lately." he asked and watched as her face began to scowl.

He admitted this part may have been more Plasmius than Phantom but he was willing to admit to himself that he did blame her for the hundred plus people that died. He also wanted to stop Banner from becoming more and more like a deranged version of Plasmius.

"No I haven't and I don't thinks it's any of your business." she said glaring at him with hard eyes.

"Don't you think that's kind of mean. After all you did start all the events that led to his current imprisonment." he said moving his hands in a so-so gesture.

"He made his decisions himself." Betty tried defending herself.

"You got to admit you played a part in it as well." he said and when a waitress brought him his cheese fries he began to dig in.

"How? How is it out of everyone you blame me?" she asked beginning to show her exhaustion and rage.

"Oh I already questioned the others. You are last on the list." he said. Everyone else had visited Banner for one reason or another but for her it was different. She had been avoiding the man since they first captured him after Steve had started beating him down.

"You have to admit tearing the man down and telling him you were on a date with another guy." Danny had to admit that move was all kinds of mean, cruel, and wrong.

"So what? Am I supposed to spend the rest of my life taking care of him?" she questioned him. While Danny would like to say yes to that question he knew he would not win that argument so he chose another reason.

"No but angering the man who turns huge, mean, green, and eats people when he stubs a toe maybe you should have been a bit more delicate." he said. He was really enjoying the taste of cheese fries.

He was glad that he was here and the original decided to go to school today.

He would have to go back on patrol soon. The life of a superhero was not easy.

0-0-0-0-0-0-0-0

 **(Real Danny)**

"In one week you will come to class and be a superhero." the teacher said pointing at Peter while talk to the whole class. Danny found it funny but only because he knew Peter's secret.

This was an oral report and they could either be a made up superhero or one of the ones on the news. He really wanted to go as himself as he considered himself the best hero but that would blow the whole secret identity thing.

"But you have to tell me why you are the way you are and what your powers mean to you." she said. He watched as Peter and Mary Jane turned to each other with smiles on their faces.

Danny still couldn't believe that Peter had told Mary Jane that he was Phantom. He was fine with him giving away his own secret identity but doing that to a friend was a dick move.

"You can even be a mutant if you want." she finished and that caused a stir in the class. From the regular people who shifted to the others and gave nervous looks to Liz Allen who started to scowl and freak out.

He found her all right for the most part it was just her hatred of mutants that he found annoying. It reminded him of the guys he met on his first night in this world that tried to rob him.

After class ended he and the others were just walking around with no goal in mind well at least he was he didn't know what the others were doing.

"Yo man I think I hate this superhero assignment what does it have to do with anything?" Kong said to Flash.

"I don't know Kong maybe because superheroes are a part of everyday life." he answered him. With the the attacks by Magneto and his brotherhood and the recent alien invasion superheroes were a pretty well known thing.

Kong then went on to question if the appearance of all the people with superpowers was a sign of something bad coming. He even used ghostbusters as a reference and then he and Peter got into an argument with him wanting to lock up mutants and him saying that plan was similar to what the Nazis had intended.

"Man it feels like we're in trouble or something." Kong said.

"What?" Peter asked him clearly wondering where he was going with his conspiracy theory.

"No, I mean it. Doesn't it feel weird that there are people with superpowers all up in our stuff?" Kong asked.

"Not really people have always thought people would get superpowers. It's just we have arrived at that time." he said to him.

"It's the meteor." a voice said to the from out of nowhere.

Turning around they saw the speaker was a girl with long blonde hair, short shirt that didn't reach her belly button and tight dark red leather pants. While the others were focused on how she looked he could tell she was about to make a speech but without a soapbox to stand on and do her grandstanding.

"How do you think the dinosaurs felt just moments before the meteor hit? I mean they were just standing around and it's 'like oh fuck were extinct'." she said and went on a rant about how because people could fly or walk through walls or on walls and how the normal people have to deal with it and how they had to find ways to adapt.

She kept going on about the dinosaurs and how they didn't even know they were being replaced as the dominant species and the difference was that they knew what was happening.

He wondered why she used dinosaurs and not cavemen and also more importantly who she was and why she was here because he did not know her from any of his memories of the time he spent in this school.

Turning the speech into how skills were superpowers and that people would have to change and focus on what they could do that others couldn't and that was how they would survive and not by being lazy.

"Who are you?" he had stayed for her speech so he felt like he deserved to know the name of the lady who just took up ten minutes of his time.

"Gwen Stacy. It's my first day." she said with her arms crossed leaning against the wall. Her arms bands jingling as they hit each other.

"Okay Gwen is this your thing? Coming to people you don't know and giving speeches? It's weird lady. Really really weird." he said and then when the scene became awkward he left. Let the others deal with the scene now. He got what he wanted out of the conversation.

Looking at the others who were just staring at her he went off to find a place to reabsorb his duplicate. Apparently Fury had given him a mission. A doctor who was fused with metal limbs had escaped a medical facility and killed the people trying to help him.

Rolling his head around his neck to stretch out the muscles in his neck he turned ghost and began to float through the ceiling while his recently created duplicate took his bag and went to class.

Unfortunately while he was able to save two window washers that fell of their machines he could not find any sign of a mad scientist with metal arms.

"AHHHH." he could hear the screaming of people and went to see what it was about. He was hoping it involved the person he was looking for. He had been searching for close to an hour.

Unfortunately it wasn't a man with metal arms but it was something just as strange.

Looking down he saw a tornado moving through the streets knocking around cars and people in it's way. Chasing it was Janet in her smaller size and she was blasting the tornado with energy bolts.

This looked like something he should get involved in so while they were fighting he flew to the ground and faced the tornado.

"Hey Wasp what is going on." he said to her as she landed and turned to regular size.

"Oh nothing much just trying to stop a rampaging mutant." Janet said as they looked over at the tornado.

"The mutant is in there?" he asked and she nodded.

"Who is he?" he asked wondering who this was and how dangerous.

"David Cannon also known as Whirlwind. He was destroying a college campus when I was called to deal with him." she said.

"How are we going to deal with him?" he asked her letting her take the lead since this was her bad guy to catch as she was fighting him first.

"His powers make him untouchable when he is like that. We have to get him to stop spinning."she said

"That is impossible. I am unstoppable." a voice came out of the tornado and he watched as a man emerged from the top. He was wearing a green bodysuit and helmet with black tights on his arms. The lower half of his body was still spinning.

Pointing a finger out and taking aim he shot a ghost ray from his finger that hit Whirlwind's helmet and dazed him and stopped him from spinning.

"That was easy." he said as he walked closer to the downed mutant.

"Dave loves to talk." she said opening his eyes he extended his hands and sent whirlwinds that sent cars flying in the air and they could see that when they fell they would crush the people frozen in terror.

"Well heroes decide. Capture me or save them?" he questioned them with a smug tone of voice as he believed that they couldn't do both.

"Deal with David. I will handle the cars." he said as he created three duplicates. One to create a barrier around the people and another one to help him stop the cars.

0-0-0-0-0-0-0

With the people save all that was left was to make fun of the bad guy and watch him be driven away to a S.H.I.E.L.D. facility.

"Hey maybe instead of destroying buildings to become known you should have started a band. Find someone who could control fire and become known as Whirlwind and Fire." he said. He was sure the older people would have liked it.

"You also could had a video channel where you do stunts with your powers. It could have been called Jackass: mutant addition." he said as he kneeled next to a handcuffed and bound Whirlwind.

"Leave him alone." Janet said as she turned to me but I could see a grin on her face.

"Post-fight banter is just as important as mid-fight banter." he said looking at her.

"Don't you have your own mission to do?" she questioned him reminding him of the task he was in before he interrupted the fight with Whirlwind.

0-0-0-0-0-0-0-0

 **(Peter Parker)**

The day was an odd one in his opinion. It began with Kong trying to kick him and to protect his secret identity he let him do it even though he sensed it coming and should have been able to stop him very easily.

Kong didn't get off so easy as the new girl Gwen Stacy pulled out a knife and tried to stab him with it. She got in trouble for it and was being dragged away.

"Why did you let him do that?" Danny asked him leaning against the lockers watching the entire scene without a care.

"I have to keep the Spider-man thing a secret." I whispered to him with a serious face. He should know given that he was a hero too. Danny should know what it was like to have normal friends that would be in danger if it was found out who he secretly was.

"Don't go shouting it from the heavens. Just defend yourself when the need arises." Danny said.

"You don't get it. I can't have any links between Spider-man and Peter Parker." he couldn't have himself showing any of his powers in public. That was why he quit the basketball team. It was unfair to play with superpowers and people here have known him for a long time and if he just got better with no explanation they would be suspicious.

"You can just say you have been working out." Danny said holding a hand against his head like what he was saying what something simple to understand.

Knowing that they wouldn't see eye to eye on this he left Danny and headed to his next class. He knew he was right in his beliefs when he found out that the reason Kong had kicked him was because he believed that Peter Parker was Spider-man.

He then wanted something to beat up and was really glad that on his way to work that someone had snatched a lady's purse.

Feeling in such a good mood after beating that guy up and getting to mess with J. J. Jameson he changed into his regular clothes and went inside.

0-0-0-0-0-0-0

He was web swinging to Hammer industries. His mind was going over all the events that had happened since he entered the daily bugle earlier. He was feeling all happy as he walked through the building until he saw that this hunter guy named Kraven was coming to America to hunt him down.

Then learning about what happened to doctor Octavius or Doctor Octopus as some were now calling him and how he had escaped from a mental hospital and killed several people.

He was wall crawling and trying to hear what the people inside were saying. Hammer was talking to some government agents about the break in. he tried getting closer to hear more. Unfortunately, he was spotted and they began to shoot at him. As the agents began to shoot at him he decided that enough was enough for one night and he headed home.

0-0-0-0-0-0-0

"I'm here to hunt the one you call Spider-man and kill him with me bare hands." Sergei Kravinoff more commonly known as Kraven said on the news. His Australian accent clear for anyone listening on the television to hear.

With that statement his morning was officially ruined. The worse thing is that since his Aunt May didn't know about his secret life she did not care about Kraven's promise to kill him.

"Guy says he is going to kill you on a morning talk show? What a crappy way to start the day." he said wondering how this day could possibly get any worse.

In class the lesson was about how important appearance was and how the Kennedy/Nixon election went. It was ordinary stuff until Gwen Stacy walked in with the principle right behind her.

"Hey crazy." Danny said waving his hand at her and that broke the uncomfortable silence in the room.

"Mister Masters." the teacher said glaring at him and silently telling him to shut up.

Danny shrugged his shoulders as an apology but complied with her request.

Gwen and Kong were forced to apologize to each other even though they clearly didn't mean it with them ending the apology with Gwen calling Kong a birth defect and Kong responded by calling her a skank.

"Any questions about the assignment." the teacher said aggressively breaking them up before they had another fight.

Danny groaned as Liz raised her hand to the teacher's question.

"She had to ask didn't she?" Danny asked himself as he slapped his hand against his forehead. He ran his fingers through his long dark hair.

Liz was known for her distrust and fear of mutants. Apparently her uncle was killed by a mutant.

"I mean our school was almost trashed by this mutant monster thing and now you want us to all play mutant dressup or whatever. Like why don't we do social studies or something, why are you making us do this?" she asked clearly growing bolder since the teacher didn't interrupt her.

She was talking about the time Norman Osborn attacked the school looking for Harry after he turned himself into that monster he was calling the Green Goblin. He wasn't a mutant but that was something she didn't know and he couldn't tell her as he wasn't supposed to know either.

He was just ordinary science nerd Peter Parker.

"That could be considered current events." Danny said as he broke into the conversation and Liz did not like that answer turning to him in a fury.

"What don't you understand about mutant being dangerous?" she questioned him with a glare in her eyes. He did not back down though.

"I understand that racism is just as dangerous. Wasn't that the reason Magneto attacked he was racist against humans and feared they were just as racist." Danny said in return. The rest of the room was quiet just watching to see how this played out.

"My Uncle was killed by a mutant." she told him clearly expecting it to get him to shut up or at least feel sad.

"That's one bad mutant then. Don't hold a grudge against a species for a single person. That's like hating cars because your friend's uncle's barber's brother was run over by a drunk driver." Danny said and Liz went rushing out of the room.

"I"ll go apologize." Danny said as the rest of them started looking at him wondering what he would do.

The teacher who clearly lost control of the room brought the topic of the project back up trying to get them to focus on something else.

Looking over at MJ he saw that she had wrote wow on her notebook and underlined it three times. He nodded at her.

0-0-0-0-0-0-0

"Hey guys, hello new girl." Danny said as he walked up to them with his hands in his pockets.

"Did you find Liz?" MJ asked him as she closed her locker. The three of them had planned on eating lunch together but now that Danny was back he was worried that he and Gwen would start arguing.

"Yeah I found her. I apologized and she agreed to try to be better with her fear of mutants." he said leaning against the lockers.

"You really think she will?" Gwen asked. He really hoped these two got along.

"All I can do is hope and nudge her when she goes too far." Danny said.

"Well nice meeting you. See you guys later at lunch." Gwen said and walking off to her locker.

"So what do you think of her?" MJ asked him.

"She is very weird and possibly crazy." Danny said without a care.

"Why don't you like her?" he asked him.

"Who said i didn't like her. I just said she was crazy." Danny said.

"Why do you think that?" he asked. He just really could not understand Danny. The way his mind worked wasn't the the way normal people thought.

"Her passion for dinosaurs and speeches is reason one and two out of my top three." Danny said with a grin on his face.

"What's the third reason?"MJ asked. She really should have taken the hint and let it drop like he was but MJ was never the type to leave things alone.

"Everyone is crazy. You just have to know them long enough to find out how." Danny said and he truly felt like slamming his head against the lockers.

0-0-0-0-0-0-0

 **(Real Danny)**

"Status report Phantom." Fury said. His voice ringing in his earpiece.

Sitting on a ledge invisible Danny watched as Justin Hammer got into a limo driving him to his photograph and interview session with the media due to the new energy project he had been working on with the mayor and the city at the nuclear power plant.

They claimed that it was going to change how people used energy and move them away from fossil fuels.

"I was right this guy is bad news Fury." he said as he listened to the people inside the limo talking due to the bugs that he had placed on all of Hammer's cars.

Danny had been there with the agents that were questioning Hammer on why Octavius would break in. Hammer did not know that he was there and he had decided that after seeing Hammer it was best to know what he was up to and what he wasn't telling the agents.

He decided the best way to do it was to bug Hammer's cars with listening devices. All of them given that he did not know which ones Hammer would be using.

"What do you have?" Fury asked clearly curious. The man was known as one of the best spies in the world and he clearly wasn't above hearing information whether the means to get them was legal or illegal.

Another reason he was glad that he got his ghost portal shut-down. Who knew what methods Fury was using to keep an eye on him.

"Apparently Octavius used to work for him before the accident as a spy and now he is mad and wants revenge. He blames Hammer for the accident." he told him.

"Why did he not say so?" Fury asked.

"Apparently he is doing illegal genetic experiments himself." Danny said wondering when they would arrest Hammer.

"We'll deal with that later. First we have to deal with Dr. Octopus." Fury said and Danny had to stop a few seconds to make sure he heard right.

Once he confirmed it and was clearly alone he broke down in laughs. He couldn't believe a name like that existed. It was like when Jazz named the box ghost crate creep.

He was going to have so much fun making fun of the good doctor before he sent him to prison.

0-0-0-0-0-0-0-0

 **(Peter)**

Crashing to the steel floor from several hundred feet up on a helicopter was not something that Peter would recommend to anyone. He really wished Danny would have listened to him and followed when he left the school theater.

Despite his promise that he would be there he was all alone facing a killer with metal arms.

This clearly wasn't an ideal situation but there was no way he would let this guy continue his rampage. He had to be stopped before he could hurt more people.

Looking at all the fire and injured people he knew that he had to save them before he they got hurt.

After breaking free and kicking Doctor Octavius which felt better than it should have he bound a few of the doctor's metal tentacles together he began to make fun of his sense of style.

"First of all green jumpsuit?" he asked before talking about how it was a fashion emergency and unfortunately while he was bragging and boasting Octavius was breaking free.

That was a surprise given that he didn't know that it could break and then the pain came when the metal tentacle came and hit him in the chest sending him flying back.

"Whoops so what is your secret origin anyway? Some sort of freak accident with a radioactive toilet snake? If so please spare me the details." he said crashing into a wall. The humor helped him feel better and in this situation that was something he sorely needed.

"What a curious sight you are. I would love to dissect you." he said in that creepy mad scientist way. He really wondered where Danny was and why he wasn't helping.

"What are you? Law Enforcement? S.H.I.E.L.D.? I know you are one of Hammer's homemade soldiers. which one is it?" he asked.

"No. I am the haircut police. There is a fifty dollar fine for bowl cuts in the city." he said while kneeling on the ground panting in pain and exhaustion.

The doctor did not take that answer well. Apparently he liked his hair and his insult was past what the doctor was able to tolerate.

He was grabbed by the tentacles and held above ground while another tentacle began to spark with electricity.

He was right it did hurt.

0-0-0-0-0-0-0-0-0

 **(Danny)**

"Let go of the Spider-man in the red and blue tights." he said as he landed in the nuclear power plant and faced Doctor Octopus. He had been guarding Hammer as Doctor Octopus had gotten a bunch of minions to attack the docks. He had left three duplicates to watch over the scene. Two to form a ghost shield to protect Hammer and another to deal with the criminals.

"Another interloper. Whom do you serve?" the doctor questioned.

"Myself but right now I am working with S.H.I.E.L.D." he answered facing the man. He really would have liked to use ghost rays and blast the man but that would be a bad idea to do it in this area.

"No one shall interfere with my vengeance." he claimed as he sent Peter's body right at him. The tentacles followed shortly after. The doctor was expecting him to be skewered by them while he was catching Peter.

Apparently he did not keep up with the news and know that he could turn himself intangible.

"Calm down. I will deal with you in minute." he said as he found a place to lay Peter down. He had not woken up yet and Danny did not need him in the way for this.

"I know finding a date is hard but turning yourself into a octopus man won't make you seem more interesting."he said as he rushed into close quarters with the man with metal tentacles.

"You think I did this on purpose!" Doctor Octopus said as he sent the tentacles at him.

Dodging and jumping over some and just phasing through others it didn't matter he just kept getting closer to Doctor Octopus who kept backing up until he ran into a wall.

"I know it was an accident but didn't you create these arms?" he asked as he started punching the doctor in the stomach six times before the doctor used the arms to push him off the ground into the air and a few feet away from Danny.

"Why would I expect a S.H.I.E.L.D. agent to understand me! You and your organization did this to me." Doctor Octopus shouted at him and that made him stop and pause to listen to the madman's ravings.

"What are you talking about?" he questioned him wondering what he hadn't been told.

"S.H.I.E.L.D. scientists found me after the accident but instead of removing my arms they left them in to see what would happen." the doctor said as he sent the arms swinging but they just passed right through him.

"I can't believe this." he said to himself. Did they not watch television or read comics. This was how supervillains were created. He was going to have words with Fury when this was over.

"I understand why you are angry." he said and it was true but he could not let this man continue to kill people. Not only was it morally wrong he was also paid by the government to stop situations like this.

"So will you allow me to pass and get my revenge?" he asked in a mood that showed he was calming down but only if he got an answer that he liked.

"Can't let that happen dude." he said

"Then you can die alongside everyone else!" the doctor shouted at him raising the arms and preparing to bring them down trying to kill him but he just flew straight at Doctor Octopus and punched him in the stomach. The Doctor gasped for air but also grabbed his arm trying to stop him from moving.

"Die fool." the doctor said gripping his arm and looking back he could see the tentacles rushing right at him.

He could have manipulated his body so that it would pass through his stomach but he just chose the easiest answer and turned his whole body intangible.

"Ouch." he said looking at the twitching and smoking body of Doctor Octopus.

"Come on crazy. Time for you spend some time in a nice padded cell." Danny said using telekinesis to lift both Spider-man and the doctor off of the ground. He did have the doctors tentacles wrapped around him and covered in ectoplasm to keep him bound.

0-0-0-0-0-0-0-0

"What's going on?" Peter asked him as he woke up but still in costume.

"I saved the day is all." he said waving at the cameras and watching as the doctor was being put in a truck and driven away.

"What took you so long?" Peter asked him and so he told him the reason why he was late and he agreede that the pain was worth it if he had saved lives.

"Thank you." Justin Hammer said to him as he walked up and shook his hand.

"You might want to wait on that thanks." he said and watched as agents came led by agent Sharon Carter.

"Thank you for your help as well." he said sticking his old hand out when they were locked in a pair of handcuffs.

"Justin Hammer you are under arrest." she said with a smile on her face.

"You can't do this! Do you know who I am?" Hammer asked. His old face turning red very fast. He was worried that if the old man did not calm down he might have a heart attack.

"Yes and we know what you have done." she said as she led him away. Hammer cursed everyone. S.H.I.E.L.D., the Ultimates, Nick Fury, even him and Spider-man.

"I feel happy now." he said as he waved Hammer away.

"You are seriously weird." Peter said next to him.

"I consider it's everyone else that is the weird ones." he said. Peter went webswinging off and probably going home.

He on the other hand went to the Triskelion. It was time he and Fury had a little talk.

* * *

 **Author's Note: I am here to announce that I am writing another crossover story but this time instead of Ultimate Marvel I will be using the CW's Arrowverse. This one is in the timeline that Central City was wiped out by Weather Wizard. Yes that means Cisco is dead and Caitlin knowing about the Reverse Flash being Wellsobard Thawne.**

 **Stay tuned for Central City's Phantom.**


	11. Confrontations

**Author's Note: Here is the newest chapter**

 **Disclaimer: I don't own Danny Phantom or the Ultimates.**

* * *

 **Chapter Eleven: Confrontations**

* * *

Danny was in the elevator of the Triskelion going all the way up to Fury's office. He was using the elevator ride to calm down. He could tear his way through the entire facility without breaking a sweat but he was going to let his fury build and then deal with Fury.

He did not want to take his anger out on soldiers just doing their jobs. He knew who he was angry at and he knew where that person was. Since he also had access to that area it was better to look calm and composed even if it was not how he really felt.

When the elevator door opened to his destination he speed walked to Fury's office.

Pushing the door open he saw Fury sitting on the desk doing paperwork. His face turned into an angry scowl and he was sure that his eyes were glowing.

"Do you want something?" Fury asked completely calm and looking at him with his one good eye.

"We need to talk." He said as he stood before Fury's desk.

"About what?" he asked but did not stop completing his paperwork. Danny was really tempted to send those papers to the ground but he knew that would only make him seem childish.

"You lied to me about Octavius." he said unclenching his hands. Doctor Octopus had claimed S.H.I.E.L.D. had been holding him captive after his accident and he was her to see if he was telling the truth.

"I had my reasons." Fury said giving the same excuse adults used when they did not want to be questioned. Danny wasn't having any of that though.

"You sent me after a dangerous criminal without telling me that you and your doctors/scientist helped create him." Danny said. This was not even the first time this happened. The Hulk was a perfect example of another mess that S.H.I.E.L.D. had created in their scientific research.

"Reasons? What reason in the world could possibly explain keeping secrets when I was hunting a criminally insane person with metal tentacles?" He asked Fury feeling his anger grown even more as Fury tried to justify his actions.

Fury then stood up and looked down on him.

"Kid listen to me clearly and understand. I am your boss. I tell you what to do. I say jump you jump. No question." Fury said trying to intimidate him.

"You seem to misunderstand something Fury." he said walking over to the wall and watched as his fist began to glow.

He gave the wall a light tap and watched as his fist broke through the metal and reach to the other side.

"I work for you to save lives. I work for you because you have the best resources that allow me to do that but don't ever think you control me." he continued as he pulled his fist out of the wall and let Fury take a look as the light from outside began to shine in the room.

"I could have turned invisible and intangible and snuck up behind you without anyone knowing. I could have torn my way through the building without anyone being able to stop me." he said as he walked back to Fury desk.

It was a fact that out of all the Ultimates he was tied with Thor as the strongest and they could have called him in to deal with him if he went on a rampage but by the time Thor got there he would have already grabbed Fury and escaped and with just a little bit of time he could have ruined Fury's life.

"You think you can walk into my office and threaten me?" Fury questioned him as he stood up and pulled a gun on him.

"You think that can stop me?" Danny questioned Fury before freezing the gun in his hand before using telekinesis to hold him against the wall.

"Next time you want to lie to me or try to kill me remember this." he said as he let Fury fall to the floor and he he walked out Fury's door and entered the elevator.

0-0-0-0-0-0-0-0-0-0

 **(Nick Fury)**

"Sir are you okay?" was the question asked of him by one of his top agents Maria hill.

"Yes I am fine." he answered her as he began to stand up. Phantom was way too dangerous to be left to run wild.

"Should we go after Phantom?" she asked him as other agents began to rush into the room. He shook his head. The kid was still an Ultimate but now he was positive. They needed a way to take the kid down if it ever became necessary.

0-0-0-0-0-0-0-0-0

 **(Danny)**

"I haven't acted natural since the third grade." Gwen said to Peter as they hung out at their lunch table and watched as Flash and the others were getting all excited over Kraven coming to school since Spider-man showed up a while back.

"That explains so much." he interrupted her and had to duck as she threw french fries at his head.

"Be serious." Mary Jane complained to him but she had a grin on her face that she was trying to hide.

It died however when they turned to the others and saw that Gwen had her hands on Peter's face and was looking into his eyes.

He gave a sigh when he saw that Mary Jane was clenching her fists in her hand. He put a hand on one of them and gave her a reassuring smile when she turned to look at him.

"Did any of those jerk do this to you?" Gwen asked him.

"No. No. I really fell. Mary was there, right Mary?" Peter asked her trying to get her to come up with a lie on the spot.

"He fell. Right he fell down the stairs." Mary Jane said clearly not the best lair but Gwen seemed to buy it. Especially when Peter agreed with her.

"Dude is super clumsy. He falls going down stairs, up stairs, he falls walking in a straight line." Danny came to their aid and had to suffer both a glare from Peter and a kick to the knees from him as well.

"He's exaggerating. I am not that clumsy." Peter said. Danny wondered why Peter was so angry. He was helping him keep the whole secret identity thing he was so paranoid about.

"Hey I am almost finished on your costume." Mary Jane said to him reminding him of the class project that they had and he gave a grin to her.

"Thanks MJ. You are a lifesaver." or more accurately a half life saver but the gesture still was appreciated.

"You are helping him do his costume idea?" Peter questioned her and she nodded. Danny didn't get why Peter was acting so surprised. Mary Jane had a talent for this. She kept fixing Peter's costume when he got it ripped.

Of course that was when Kraven the Hunter came to their table while talking to a reporter about hunting Spider-man and killing him completely ignoring the fact that if he succeeded he would be guilty of murder. It looked like everyone else was ignoring that fact that even the attempt could be considered a crime.

However Danny just egged him on.

Peter really didn't like that.

"Why would you do this?" Peter asked him as they walked of with the girls far ahead due to Mary Jane distracting Gwen.

"I thought it would be funny. Come on man you can easily take that guy." Danny told him.

"You have no idea what it is like to be told you are going to be hunted and killed." Peter said to him having no idea that it wasn't true at all.

"Yes I do. The ghost that wants to hunt me promised to put my pelt on his fireplace if he sees me again." he told him with his hands behind his back.

"Consider it an achievement. You finally have someone dedicated to ending your life. Consider yourself a real superhero now." Danny said as they walked to their next class.

0-0-0-0-0-0-0-0

 **(Peter)**

"Whadda ya think." MJ asked holding up the costume she had fixed. It had been ruined in the fight with the guy that Danny told us was called Doctor Octopus. They had spent a good ten minutes laughing at that.

He didn't how Danny could do the whole superhero and school thing so well. He was trying but it just hadn't seemed to be working. The city either hated him on bad days or wanted him driven out on even worse days.

Danny had the Ultimates to talk to but the only people who knew his secret and weren't evil was Mary Jane and Danny and on the last one he wasn't always sure whose side he was on.

"Hey look at that." he said as he was handed the costume and began to put it on. It felt just as good as before.

"Man I don't know what I would have done without you." he told her.

"You don't have super sewing powers?" she asked him

"I don't even have powers to not lose my costume in the middle of a fight." he told her. It was true. He didn't want to think of it but if Danny hadn't gotten there when he did. He did not want to think of the outcome of that fight.

"So hey do you like that Gwen girl?" Mj asked him right out of nowhere.

"Uh she's all right kind of screwy, don't you think?" he told her. He would never admit it to Danny though or he would never hear the end of it.

"But she a lot more interesting than some of the other people we know. she 's also not as crazy as Danny." he told her.

"Yeah. there is that." she said. Feeling like there was something wrong he asked her what was bugging her. She said nothing and left though he couldn't help feeling like there was something she wasn't telling him.

0-0-0-0-0-0-0

 **(Danny)**

Sitting on his roof and looking at the sky his attention was brought back to the ground as he heard a door slam.

Looking to the source of the sound he saw his favorite ginger slamming her boyfriend's basement door walking out with a scowl on her face.

Feeling that he had to intervene he transformed and floated over to her knowing that no one else was around.

"Hey Mj what's the matter?" he asked her but she didn't answer.

Feeling like he would get an answer he decided to just take her flying. They wouldn't have to talk and she could calm down. If television had taught him anything it was that it was better to let her bring up her issues on her own.

It probably had to do something about her feeling about how close Peter and Gwen were. Teenagers were such a moody lot. There problems were nothing compared to his yet people didn't see him whining.

"Come on." he told her grabbing her by the hand and taking them both into the sky. They were going above the clouds so that no one could see them.

They just floated there for a while.

0-0-0-0-0-0

Looking at the full moon in the sky Kraven could feel the urge to hunt rise in him. He had come to this city for one reason and one reason alone. To hunt the one called Spider-man

The creature was brought to his attention by a wealthy investor. According to his agent the investor had paid for both the trip and his new gear.

Kraven didn't want to use these things but this was a new jungle and the predator is always adapting to catch his prey.

Everything was being set up. All Kraven had to do was arrive and do what he did best.

This would be one of his greatest achievements. He had seen footage of this Spider-man. He was quick, he was strong, and he was clever.

The ultimate prey for a hunter such as Kraven.

"Kraven we found him." his agent said and his wife brought out the box. Usually he would have hunted his prey in his normal outfit with the lion skin and wrapped around his shoulders and boots.

However the investor had provided a suit for him that would help in the city. He did not like it but his investor said he only had to wear it for this one time. He would make a few adjustments though. No one owned Kraven.

0-0-0-0-0-0-0-0-0

 **(Peter)**

Swinging through the city was one of the few ways to clear his head. Mary Jane was mad at him for something and wouldn't tell him what. How was he supposed to fix something if he did not know how.

Hearing screams for help he put those thoughts to the back of his mind and swung to the source.

He found that three criminals in masks were robbing an electronic store. They were putting the items in a white van.

"I really needed to hit something." he said as he landed on the ground.

"Hello. I'm Spider-man as you well know and I will be delivering your butt kicking today." he said as the three criminals put down the things they were stealing and faced him.

"Spider-man we have been waiting for you." the one in the middle said pulling out two short steel pipes from his back. The one on his right pulled out a knife and the the one on his left pulled out a collapsible bow staff that he extended.

"Really I wish all bad guys would wait for me to take them to jail. I'll let you take a selfie before I send you to prison. You can show it to all the others I put away." he said as they charged him.

The one with the knife came at him first with a wide swing that he dodged super samcked his hand away and gave him a light tap to the chest that sent the criminal reeling back a bit.

"The fact that you thought that would work says so much about you." he said and then he felt his spider-sense activate.

Flipping back and through the air he watched as the bow staff swung through the air instead of hitting his head where it had originally been aimed at.

"Now that was mean. You don't see me trying to smash people's head in." he said as he webbed the guy's feet to the floor and as he tried to break himself out sent an uppercut that sent him off the ground and crashing a few feet away.

"You might need a dentist for that." he said as the guy was groaning and rolling on the ground.

He ducked as the remaining criminal tried to swing at him with one of his pipes. Grabbing the guy's arm he slammed his hand into the guy's face. As the guy was in a daze he webbed the hands holding the pipes together and swiped at his legs with a kick that sent him to the ground. He then webbed his legs as well.

"I feel better and stopped some criminals. I think I've done well for a single night." he told himself.

"Good. it is better to die with as little regrets as possible." a voice said from behind him. Turning around he saw the last person he wanted to see. In fact if he had a choice he would rather deal with Jameson than this guy.

"Time to die spider." Kraven said. His Australian accent just as clear as it was on the talk show where he promised to kill him.

"You know the saying that New York is a concrete jungle is a metaphor right?" he questioned Kraven getting a good look at the man. He was not wearing his usual outfit. Instead it was a black bodysuit that covered everything except his head. On the shoulders was a pelt made of a lion.

"Spider I have come to take your life." Kraven said as the cameras started rolling behind him. The other people were just watching this go down. For all the work he had done for these people they could at least call the police.

"Yes. That is one option. Here's mine." he said extending his hand and sending a webline to a building several blocks away and a few stories up.

When the web attached he jumped off the ground and tried to escape. However Kraven was not letting him take that watched as his line was cut by a glowing red knife.

"Oh no." he said as he began to fall back to the ground.

"There will be no escape Spider-man." Kraven said as he pulled the steel rope connected to the knife and brought it back to his hand.

"You say that but I am not so sure." he said as he jumped to a building and started wall crawling away or more like wall running. Kraven kept trying to slice at him with his knife but his spider sense kept him safe.

"Don't run you coward!" Kraven shouted at him from down below.

He really did not want to deal with this situation though so he just kept running. He had to duck and jump back to the ground when his spider sense activated. If it hadn't been for that the wrist rockets that Kraven had launched at him would have taken him on a trip straight to the afterlife.

He wasn't ready to meet Uncle Ben again so soon. He still had Aunt May to look after. Who knew how she would react if he died.

"There is no escape from Kraven the Hunter. I am the Ultimate Predator." Kraven exclaimed. This guy was getting more and more annoying. He was like a more deadly Flash. He dealt with Flash enough at school. He didn't need another.

"If you are so hungry I can recommend a good deli. It's New York there are lots of them." he said. Kraven did not like his sense of humor however and came in with a jump and knife slash downwards.

"Enjoy your jokes Spider they will be your last." Kraven said as they circled each other.

"I don't think so." he said webbing his feet to the ground and when Kraven tried to cut the webbing he webbed his hands to the already bound feet.

"Kraven has been hogtied." he said before returning to the roofs and swinging off. He knew Kraven had some way of tracking him and that meant he would probably follow him. The best thing he could do was try to get to an area where there was less amount of people in danger.

0-0-0-0-0-0-0

"Pick up, pick up, pick up." he said as he heard Danny's phone ringing.

"What's up?" he was never so glad to hear Danny's voice in his life.

"Kraven." he told him.

"Well if you are hungry I am sure a deli is open." Danny said and he wondered if this was karma for what he said to Kraven a while back.

"I mean the hunter he is coming to kill me." hopefully Danny would bring the Ultimates and they would deal with him. Danny alone was probably powerful enough.

"I know I am watching the show right now." Danny said over the phone. He really wanted to slap Danny right now.

"You are watching right now?" he asked him unable to believe him.

"Yes." he answered without a care.

"Why aren't you here to help me?" he questioned him.

"Because you don't need it. If you would stop running and face him you would probably win." Danny said and no matter what the argument was he did not change his mind.

"You are really being a bad friend right now." he said but had to hang up the phone as Kraven found him right the.

"Time to die. This chase has gone on long enough." Kraven said as he charged right at him. Taking Danny's advice he charged back at Kraven. Surprisingly all it took to take down Kraven was one good punch. He fell back off of the building.

"I can't believe I wasted all my time worrying over him. Showbiz phony." he said and swung off after creating a safety web for Kraven to land on. He then swung off back to his neighborhood.

He needed sleep. Tomorrow he would deal with Danny when he wasn't so sore.

0-0-0-0-0-0-0-0-0

(?)

"So Kraven has failed." it wasn't like he expected a different outcome. In fact he had expected Peter to be able to win against Kraven he just wanted to see what the boy was capable off and he hadn't disappointed him.

He had been willing to lose a couple million to give Kraven his suit. Money was not a concern for him.

Watching Peter deal with Kraven had been exciting and he knew that it was time to go back and properly teach the boy. He was wasting his gift. Only under proper teaching could the boy truly succeed.

The plan was simple after all who said no to Norman Osborn.


	12. Frightful Four

**Author's Note: Here is the newest chapter. Interesting thing I noticed in the Ultimates Universe. All the things that Peter did happened within a timespan of a year. Being Peter Parker truly is suffering.**

 **Disclaimer: I don't own Danny Phantom or the Ultimates.**

* * *

 **Chapter Twelve: Frightful Four**

* * *

Danny was walking to school alongside Mary Jane, Peter, and Gwen and enjoying the mid-October weather. This was one of the days that he personally went to school and did not send a replica.

He had been waiting to present his project and the cheerful glee was clearly visible on his face.

"Someone is happy." Gwen said. She was right usually he did not give much of an opinion towards going to school. He didn't feel positive or negative about midtown high. After all unlike the others the only reason he went to school was because it was his choice.

"Of course I am. I have been waiting weeks for this day." He said jumping down from the benches he was walking on.

"I have been waiting for this day for weeks." Danny turned towards the others with a smile on his face.

"It is just a simple presentation. I don't see why you are getting so excited." Peter said trying to bring down his mood. Danny wouldn't let him. If he had to he was prepared to lock Peter away somewhere while he was doing his presentation.

No one would take this away from him.

"I love my costume and I am going to wear it. No one is ruining it for me." He made the I am watching you gesture to Peter to make sure he understood. When he nodded as he passed Danny he knew that he got the message.

"All this effort to wear a costume for a day?" Gwen asked him.

"I plan on wearing my costume for halloween." He told her. That was why this was so important to him. Not only would he be doing his project in this costume but it would also be the one he experienced his first halloween in.

He had the Fenton's memories of halloween but he had never experienced firsthand and so he was not going to miss his chance when it came. It was only two weeks and a couple of days away.

"You are such a child." Gwen said to him rolling her eyes that in his opinion were under too much dark eyeliner. She like usual was wearing tight dark leather even though It was getting colder. He was wearing a black long sleeve shirt under a green sweater.

"I will take that as a compliment." He told her. He didn't get why the other two were laughing at him. Speaking of the others he just remebered something.

"MJ, Thanks for the costume." He said. After all the effort she put in he felt like he should say thank you. The original had no idea how to sew and so neither did he. Without her help he doubted the costume would look as good as it did.

"No Problem. After all you helped me and that's what friends are for." Mary Jane said.

"What are you two talking about?" Gwen asked them. He glanced at Mj and saw how nervosu she was. After all he doubted she could talk about how nervous Gwen made her about her relationship with Peter. He knew because he was observant but for soem reasons the other two did not see it.

"Secret." Danny said as he jumped up to a path of stones and started walking over them and jumping where the gaps were.

"Suspicious." Gwen said looking at the both him and Mary Jane who were walking was walking with Peter and holding hands. He and Gwen had mocked them in the beginning but dropped it when it got boring.

Their blushes were still adorable. So sweet that it was likely to give them toothaches.

"Yes. So secret that if it was told I would have to get rid of both you and Mj. Then Peter would spiralinto a cycle of depression and late night brooding on rooftops." Danny said in an overly dramatic fashion.

"Really?" Peter said joining in on the conversation.

"Yes really. You know what you're like. Don't say that you wouldn't do it." Danny said in response.

"Really?" Peter asked him.

"Oh yeah. You could challenge Batman for a brooding award." Danny answered. He wondered how a battle between Spiderman and Batman would play out. His money would be on Batman but Peter could be unpredictable and that made his underdog status even more dangerous in his mind.

"Danny. Pay attention." Danny suddenly noticed that Mary Jane had grabbed his shoulder with one hand and was snapping her fingers in front of his face.

"Yeah? What's up?" he asked her.

"You totall zoned out again." Peter said

"Oh I was just in deep thought." danny said and watched as Gwen and Mary Jane laughed while Peter groaned. His friends were so rude and after all the humor and kindness he brought into their lives.

"You and deep thinking don't go together in the same sentence unlesse doesn't do are in between them." Gwen said.

"Well that is just hurtful. Like a shot in the heart." He said gripping his poor half living half dead heart.

"Well what were you thinking about?" Mary Jane asked him.

"You should know by now not to ask questions." Peter said thinking that he couldn't hear him.

"Well if you must know I was wondering if a bat could beat a spider." he told her and watched them blink and Peter hit his hand against his head.

"So weird." Gwen said putting her hand on his face and pushing it back.

"What answer did you get?" Mary Jane asked him.

"Debatable." He told her.

"Anyone else got something to talk about?" Gwen said.

"Did you see the fight between Kraven and Spiderman?" he asked them and just like that they had a new topic. He turned around to avoid Peter's glare. He could still feel it though. He was glad that among Peter didn't have laser vision because with how hard he felt the glare being sent at him he was sure it would have gone right through him.

"Yeah did you hear that Kraven lost his show?" Gwen answered. That at least was a better result than when They busted the Kingpin Wilson Fisk. There was evidence of the man murdering someone else but because he had moneyh and a good lawyer all he had to suffer was losing money and fleeing the country.

"Obviously. He could have hurt people hunting Spiderman." Mary Jane was clearly holding a grudge. Both for the innocent people in danger and the fact that he was hunting her boyfriend.

"Still it was pretty funny seeing him all tied up." Danny said he knew Peter could deal with him if he had just stopped running away. Peter may ahve still been upset with him over that but ti was a great learning experience.

He may have also just created a villain dedicated to hunting him down and ruining his life but what serious superhero didn't have at least three of those.

"I personally feel like it was cruel. Spiderman was being hunted and people just watched and recorded it on their phones." Peter said referign to himself in the third person. Danny really needed to figure out a way to get Peter to get over it.

He would talk with MJ about it later.

0-0-0-0-0-0-0-0-0

Sitting in social studies class Danny was prepared to get ready to give his presentation. He had already changed into his costume and brought the paper. Peter kept glkancing at him and shaking his head.

He truly wished he had went with his original plan of locking him in a storage closet but with his super strength Peter could get out of there anytime he wished.

So he had to deal with it.

Mary Jane had already given a presentation going as Kim Possible. He tried to talk her into going as Hawk Girl but she wasn't having it. Others were in costume.

One went as Plastic man, Another as Vibe, and one even went as Cyborg. Someone had joked that if someone went as Felicity they were going to gert hit with paperballs.

The speaker may have been him. It was also why he was forced to go last.

The teacher clearly had it out against him. Even though his grades were in the A range his teacher did not like him.

It was baffling.

Flash had come in dressed up as a green latern which just baffled him. He would have thought that he would come in as one of the flashes. That seemd to amke the most sense to him. Flash for some reason decided to be Hal Jordan instead of Barry Allen, Jay Garrick, or even Wally west.

He would have been able to pull of Barry Allen very easily.

Gwen for all her mocking of him coming in costume decided to do it as well. Personally he thought it was just an excuse for her to come to class in leather without having one say anything.

She came as the Dinah Drake version of Black Canary. I think she would have brought in a motorcycle with her if her dad let her.

He still had a lot more people to go through before he was allowed to present. He really hoped that he got his chance befofre the bell rung and class ended because he was going to be real mad if he wore this for nothing and just handed in a paper.

Mary Jane had put a lot of effort into this costume. It deserved its' time in the spotlight.

He also wanted the attention. Though he would swear that it was a minor part in comparison to the desire to show off Mary Janes's work.

No one would ever get him to admit anyhting different.

Getting Liz Allen to agree to doing the presentation was one of the hardest thing he had ever had to do since he was dropped off on this world.

She had fought him every step along the way but his determination outlasted her stubborness and he got her to come in a costume. Even as she glared at him he felt happy about what he had acommplished.

He had gotten her to agree to do the project and dress up but he ahd to concede she wouldn't be a mutant. He acknowledged that it would take time to get her over her mutantphobia but he had lots of time and just like how J. Jonah Jameson would not give up bashing Spiderman so too would he continue to help Liz and reduce the world of one person's prejudice.

It was just another facet of the job. He was doing the same thing along with the Wasp and Gaint-man for Captain America.

Dressed as Starfire LIz began her presentation. He tried getting her to put the comic look on but she flat out rejected it. They eventually agreed that she would wear the Teen Titans cartoon version.

Not the Teen Titans go version. He was tempted to freeze the television when he saw what it was. He did not know how it suceeded as long as it has.

Peter did not go as him and while that was sad He could move on evry easily. After all only he could truly tell his backstory and have it gain the right effects.

It was why back when the others were selecting characters who would play them on the screen he didn't volunteer anyone for himself. He doubted they could understand his past and portray it well.

Well it did not matter because now it was his turn and he was ready to start to bring both the razzle and the dazzle.

With all the attention on him he opened his mouth and began to speak when he felt his duplicate try to gain his attention.

"My speech will be pretty long may I go get a bottle of water." he asked the teacher. Because they were so used to his personality no one blinked an eye at his request aside from the teacher who gave a sigh but accepted and with that he ran into the hallway.

0-0-0-0-0-0-0

"You gotta be kidding me." Danny said slumped against the sink in the bathroom opposite his clone who was rocking back and forth nervously.

Apparently Tony had called him about a threat happening downtown. Tony said he would like to deal with it alone but there was a chance that people would get hurt in the fight and needed back up.

Apparently Tony had called him about a threat happening downtown. Tony said he would like to deal with it alone but there was a chance that people would get hurt in the fight and needed back up.

Thor was out of the country helping Black Widow, Hawkeye, and Scarlet Witch and ex members of the brotherhood to take out some missiles. Quicksilver was coming to help and so was Giant-man. Wasp was busy doing some diplomatic thing with agent Maria Hill.

So to even out the numbers for the fight Tony had contacted the duplicate.

He really wanted to just complete his project but he knew what the right choice was.

The choice the Fenton part was telling him to make while the Vlad part of him shouted to ignore the cry for help and do what he wanted.

"Here. Do not mess up my presentation." He told his duplicate after phasing out of the black and yellow Invincible costume and transforming into his ghost form.

"Tony owes me big time for this." Danny said and flew off through the roof and into the city.

"Don't worry. I know what you were going to say." The Duplicate told him.

Danny promised himself that he would get to enjoy it during Halloween but now he had to see what was so big that Tony thought it required four Ultimates to assemble.

"It better be something equivalent to meteors crashing into the city along with a tidal wave carrying godzilla or I promise I am going to smack him." Danny promised himself.

"Tony I am on my way." Danny said as he activated the ear piece he had received from his duplicate.

"About time kid. We have been waiting." Tony said as he started flying even faster.

"This better be important or I am going to slap you." Danny said to him. When Tony acknowledged that four were needed he focused on flying and giving the others some back up.

Tony knew when to be serious and this sounded like it could be. When he heard the screams and floating cars he knew that this was the right place.

"What's going on?" Danny asked Giant-man as he landed next to him. The others were facing the cause of all this chaos.

There were four of them standing against the ultimates. The one in front was likely the leader and ignoring his big head and ugly mustache his costume was dark and purple covering everything except his face. He had silver orbs on the helmet, chest, and arms.

The three behind him looked just as weird. One had a costume made of purple and had a cannon for an arm. The other one had a brown costume and tubes tied to a backpack. The other one was a dragon.

Not one of the calms one like Dora probably. His type were probably the type that knights old would claim to have slain or have one of their ancestors slayed.

"Who are these clowns?" Danny asked Ironman.

"You call us clowns? Do you have any Idea who I am you simpleton?" Man in the huge helmet asked him.

"Obviously not if I asked the question. Do you not know how question work?"Danny asked the man and had to duck as he sent a fire hydrant flying at him.

"That wasn't a yes or a no by the way." Danny said to the man who was clearly getting angrier.

"The one who just sent that hydrant your way is Bentley Wittman a.k.a Wizard. The others are Dragon man, Klaw, and last but not least Paste Pot Pete." Tony said and I started laughing.

"It is the Trapster." Paste Pot Pete shouted out.

"I'm sorry but I can't call you anything other than Paste Pot Pete." Danny said chuckling at him while being forever grateful that the name Invis-o Bill had never become a thing.

"Do not pay attention to this juvenile annoyance. He is clearly another ant who we will bring a world of hurt to for underestimating us." Wizard said.

"This coming from the man who doesn't understand questions. Oh I am so scared." Danny said as Wizard glared at him.

"I will show you why you should be afraid!" Wizard shouted raising his hand and cars began to float up in the air and brought above their heads.

"What's the deal with this guy Ironman?" Danny asked.

"He wears a suit that uses technology that manipulates gravity and his gloves that give high shocks of electricity." Tony told him.

"Impressive for a man that can't answer questions." Danny said and that was when he brought the cars down on their heads. Giant-man grew huge and started catching some of the cars. Quicksilver started taking the people out of the area and Danny and Ironman were blasting and telekinetically moving cars out of the way.

"Let's split up and deal with one each." Giant-man suggested.

"Fine but let me give you some backup." Danny said as he created clones to go off with each of the other Ultimates.

"Will you be alright on your own?" Ironman asked him.

"Please. I am a one man army." Danny said confidently while not telling them that when he created a duplicate he split a part of his power in the process. When he had arrived here he was at eighty percent. Breaking out three more duplicate meant his power was now at twenty percent.

"Alright." Ironman said and they all jumped at their respective criminals. Danny and Ironman vs. Klaw, Danny and Giant-man vs. Dragon man, Danny and Quicksilver vs. Paste Pot Pete, and Danny vs. Wizard.

Each hit their villain in another direction from the other.

The original Danny however stayed right where he was.

"You are all alone child." Wizard announced like he was supposed to be scared. Danny did nothing but stretch his neck and crack his knuckles.

"That is all I need to take you down. The others can handle your cronies." Danny said. He liked the odds he was dealing with. All the fights were two on one. The Vlad part of him felt that these conditions were the best ones to fight in.

When you had the complete advantage over your enemy.

"You will regret your words child." Wizard said bringing up a sewer grate and launching it at him.

"I don't think so." Danny said catching the grate in his hand and crumpling part of it with his super strength.

"I am a fan of frisbee though." Danny said launching the grate right back at him and he winced as he heard the clang it made when it collided with Wizard.

"You tired of this yet? Come on man I fought the Hulk. What chance do you have?" Danny asked walked over to the man.

"No! Let's see how you like a shock of a few thousand volts." Wizard said as he grabbed his boot with his hand and sent a current of electricity through Danny. He had a grin on his face until he looked up.

"That tickled." Danny said looking down at him with a grin on his face. His green eyes were glowing and his white hair was was now pointed upwards instead of sideways.

"Let's see how you like it." Danny said using his electricity powers and channeling it through his foot to the hand that was gripping him.

"AAAAHHH" Wizard cried and let go of the foot and rolled away.

"Come on I thought playing with electricity was your thing?" Danny asked him and watched him twitch on the ground for a little bit.

"I will not be beaten by a child." Wizard said and began to float off of the ground.

"You want to take this to the skies? Fine with me." Danny said as he began to float along with Wizard.

He really wished he could have gotten to fight Paste Pot Pete. That would have been a fight to remember. His duplicate was so lucky.

0-0-0-0-0-0-0-0

 **(Duplicate Danny#1)**

Danny and Giant-man faced Dragon man in all his leather faced glory. In his opinion it wasn't a pretty sight.

"Did you ever think one day you would be fighting a dragon?" Giant-man asked him.

"Not the first one I've faced." Danny replied thinking back on the time that Fenton had to save Sam from Aragon and gave Dora the kingdom.

"What sort of life have you lived?" Giant-man asked him.

"A very confusing one." Danny said as Dragon man got up and tried to breath fire at them.

Tried because it could not get past Danny's Ice shield. The flames tried melting the ice of the ghost zone and found that while they were more effective than normal flames would have on it the ice wasn't melting as fast as it would have liked.

"Lower the shield on three." Giant-man told him and prepared to grow.

"Three!" Giant-man yelled and grew as the barrier fell. Towering over the dragon he began to punch and smush the dragon. The dragon may have been incapable of human speech but its' instincts allowed it to dodge the attacks that were coming from above.

"Hey Dragon. Take this!" Danny said blasting it with a ghost ray. The ghost ray pushed it back a while but was unable to truly hurt it. That was something he had been worried about. The fact that the dragon had tough skin and might have equally impressive endurance and defense.

"Giant-man smash." Danny said pointing at Dragon man and watched as Giant-man brought his giant feet down on Dragon man. Dragon man wasn't going to let it be that easy though. It began pushing back against the the foot trying to smush it into the ground.

The bad news was that it seemed to be working. The better news was that a ghost ray took care of that. Since it was putting all its' attention on the foot it had completely forgot about him.

He truly loved its' simple mindedness.

"You know that is copyright infringement." Giant-man said to him.

"What is the Hulk going to do? Sue me?" Danny was sure no court would take that case and given that it was buried deep inside Banner and locked up so securely it would make even thrill seeking master thieves look away he was sure he would be fine.

"Hey I'll serve it high you hit it low." Danny said as he picked Dragon man up with one hand and pulled back the other.

"Hello." Danny said to its' dazed faced as he gave it a punch that sent it into the sky and into the reach of Giant-man's arms who gave the magic dragon a spike back down to the ground and when it tried to pull itself out of the crater he gave it a kick that knocked it out for good.

"Good Job." Danny and Giant-man said to each other giving high fives after Giant-man shrank down to normal size.

"We just slayed a dragon." Danny said to Giant-man.

"I'll Take a picture of you with it and you take one for me." Giant-man said and Danny agreed taking Giant-man's phone for the picture.

0-0-0-0-0-0-0

 **(Duplicate Danny #2)**

Danny and Quicksilver were facing Paste Pot Pete. Well Quicksilver was facing Paste Pot Pete and Danny was just laughing at him.

"Stop laughing at me!" Pete yelled at Danny but that changed nothing.

"I'm sorry Paste Pot Pete." Danny said and then began laughing again.

Quicksilver was just watching this happen.

"Should I do something?' Quicksilver asked in his usual grouchy tone. Danny wondered if it was because he was away from his sister or that they had no real threat to face.

"Give me a couple more minutes." Danny told him though he had to fly fly a little bit higher as Pete tried to hit him with his paste.

"Alright Quicksilver now we fight him." Danny told him and Pietro looked to him.

"Alright what is the plan?" Pietro asked him.

"This is very important. I want you to always remember this plan." Danny told him and watched as Quicksilver began to nod.

"Run Quicksilver run." Danny said and then began to break into a new gale of laughter. Quicksilver had a twitch in his eye before he ran and knocked out Pete with a bunch of hyper speed punches.

"Don't run away. Would saying sorry help." Danny called out to Pietro as he began to walk away from him while he tied up and brought the criminal.

"Should have chosen another profession Pete." Danny said to him.

0-0-0-0-0-0-0

 **(Duplicate Danny #3)**

Danny and Ironman were facing Klaw and it was surprisingly easy to take him down. He could only use that sound canon of his on one person at a time and while he was firing at one person the other came up behind him and knocked him out with an energy blast.

"Well that was simple." Tony said.

"That's why the original was fine with splitting up." Danny told him.

"I guess you were right." Tony admitted to him.

"According to the original the others are done." Danny told him.

"Then let's get going." Tony said.

"I know how hard it was for you to admit it." Danny said as Tony then smacked him upside the head.

"Ow" Danny cried out.

"You deserved that smack and you know it." Tony said to him.

0-0-0-0-0-0-0-0

Danny looked at the bound formed of Wizard and decided to gloat. It just felt too good to ignore.

"So what was your plan again?" Danny asked even though Tony had told his duplicate. Apparently Bentley used to work at Stark Industries before being fired. He had come back for revenge against Tony.

"You will never be able to comprehend the pain dealt to me. I was a genius unparalleled. The reason I was fired was because Stark was jealous of my ideas." Wizard started to rant on and on how everyone was against him and that he was a genius that came around once in a lifetime.

"You are seriously crazy you know that. Ironman probably has an enemies list that claim the exact same thing a whole desk long. Probably a very big desk. You are not unique." Danny said. Wizard did not take that well and began to foam at the mouth with rage.

"I see you are having fun." Ironman said as the others arrived and Danny reabsorbed his clones gaining the memories they had.

"Yeah now that the Frightful Four has been taken down I am having my fun messing with old helmet head here." Danny said.

"Frightful Four?" Giant-man said.

"Yeah. I already have a group of friends named the Fantastic Four trademarked by the way." Danny said as he looked at the photos of him and Giant-man over dragon man.

In his opinion all they were missing was a flag.

"You have friends besides us?" Ironman asked.

"Yes Tony. Believe it or not I have friends and a life or afterlife outside the team." Danny said to them.

More would have been said but then helicopters came down and they took the Frightful Four away.

"Good job." Fury said looking at them before pausing at Danny clearly remembering their last meeting before walking back to the helicopter and flying off.

"Fury still mad at you?" Ironman asked him. Clearly he knew of what happened between him and Fury. He wondered if the others did as well.

"Probably. It was his fault. He shouldn't have lied to me." Danny told them before flying back to his house to wait for the clone to return and tell him how the presentation went.


	13. Heroes on a mission

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter Thirteen: Heroes on a mission**

* * *

Danny was doing his daily morning ritual of watching the sun rise above his house. He was sitting on a plastic chair with a box of candy from Halloween in one hand and a soda and the other.

"This is truly amazing." Danny said to himself and despite all the problems with Supervillains and arguments with Fury watching the sun rise up with a box of candy and a soda just washed all of those away.

Looking below to all the people driving to work and still asleep he could not help but feel that they took life for granted. They were always in a rush to go somewhere or do something. Very few took the time to appreciate the life that they were given.

Daniel wasn't like them. He knew every day that he was alive was a gift. That gift however came with a problem. Somewhere on this great planet called Earth an event would come and cause the death of millions of people.

He was not going to let that happen however. He had found people that he liked in this world and would not let anything happen to them. He knew that the event was going to happen here after all why else would he have been dropped in this exact city.

This world for all its problems with supervillains, genocidal mutants, and green giants was his home and he would protect it with all he had. After all he was a hero and that is what heroes did.

The part of him that was the original Daniel said that this was a good thing and that he should be happy for everything that he had while the Vlad part of him argued he should strive for more and rule this planet. That it wasn't like there were many that could stop him and for the few that could he should either recruit them or kill them.

That piece of advice was crumbled up and thrown into the deepest burial grounds in his mind.

Focusing his attention back into reality Danny took a look at the clouds in the sky. It did not look like it was going to rain. Danny welcomed the rare warm day in November. The past week it had been so cold he had required wearing both a hoodie and a jacket.

"Where are you heading?" Danny questioned the birds flying above him in a v pattern. He knew that they were flying south as winter approached but he wanted to know the actual destination. Even if he knew that they weren't capable of answering. He could fly and follow them if he wanted to.

It wasn't like he didn't have a clone going to school for him whenever he didn't want to.

He was stopped from doing that when a ghost portal opened in front of him. He was instantly on guard. While it was true that ghost portals were known to open at random in the world of the living the odds of it happening in front of him were very unlikely.

Especially when they have a letter falling from it with his name on it.

"Daniel are you really going to open a mysterious letter from a mysterious portal?" He questioned himself for about three seconds before leaping out of his chair and heading for the letter.

Being scared was not his style and he was not going to run away from a piece of paper. Mysteries and adventure were two of his most favorite words. He was in the mood for some action after all.

The Ultimates had no missions lately and they were paid so that they would come when danger happened rather than in stopping the danger. Tony was off doing a press conference, The Pyms were on a honeymoon, Thor was at a protest for some cause or other, Pietro was with Wanda, and Clint was with Natasha on some mission.

He would have asked to go along except that he didn't like Natasha. The Black Widow made him really suspicious and he was not sure why. There was just something about her that made it difficult for him to trust.

Looking at the back of the letter he saw that the seal was a gear and below that were the initials that clued him in to the owner. In capital letters were a green C and W. Danny wondered what made clockwork decide to change his usual method of contacting him.

"Daniel, come quickly. There is something we need to talk about." Danny read aloud. Well he had wanted a mystery and hopefully this was about why Clockwork had made him join the Ultimates in the first place.

Danny shifted into his ghost form and duplicated himself and let the duplicate take care of the cleanup of his favorite morning spot.

"Remember you have school in a few hours." Danny told the duplicate and watched as it nodded his head that showed it understood.

With the duplicate taken care of Danny turned back to the glowing green portal. He wondered what clockwork wanted from him now. It was probably a grand adventure that could very well kill him.

Danny could not wait. He was getting bored just sitting around waiting for the next exciting thing to happen. Lately all that he had to deal with were thugs who robbed banks.

The worst thing about was that the Vlad part of him was getting louder and telling him that if he was so bored that he should just conquer the planet. After all he was one of the strongest being on the planet. If he wanted to he could take control of a country very fast.

It would only take a couple hours to overshadow all the important people that could sign the planet over to him.

Danny could do that for the main purpose of seeing who would rise to challenge and fight him for the planet. It would probably be exciting but that would also endanger all the people he grew fond off during his stay in this world.

"Alright. One for the money, two for the show, three to get ready, and here I go." Danny said as he jumped into the portal.

0-0-0-0-0-0-0-0

"So Clockwork what new problem must I face?" Danny asked Clockwork who turned from the screen he was watching.

"You remember why I told you to join Fury and become an Ultimate?' Clockwork asked him.

"Yes. You said something horrible was coming and that I would be needed or else millions would die." Danny said wondering if he was finally going to learn about this grave danger.

"Correct. Tell me Daniel what do you know of the mutant called Magneto?" Clockwork asked him.

"He is a terrorist that attacked the white house a while back. He is also dead. Killed by Charles Xavier." Danny said to him. He also knew that he was Wanda's and Pietro's dad but that didn't seem as important to mention.

Clockwork probably knew already knew of that though so he didn't feel too bad.

"You are partially correct." Clockwork said shifting from his old man form to his baby form.

"What do you mean partially correct?" Danny asked.

"Magneto is not dead. Young Daniel." Clockwork said to him.

"I thought he was crushed in that big ball of metal by Charles Xavier." Danny said. That was what S.H.I.E.L.D. believed unless Fury's files were a lie which knowing the man it would not surprise him I Fury was doing some super-secret spy stuff and just listed Magneto as dead.

"No Magneto is still alive. He was hidden and disguised by Charles Xavier." Clockwork told him. That did not really surprise him. Charles Xavier did not seem like the type that could kill someone he cared for even if they were evil.

This was way more believable given the recent incident with his son. Truly if Colossus hadn't decided to kill David Xavier the Ultimates would have had to.

"Alright so what does this have to do with this threat?" Danny asked Clockwork who shifted into his youthful adult look.

"Look at the screen." Danny did and so and watched as Magneto began his plan to shift the poles of the world and the destruction that happened for it.

The destroyed building and the dead people filled the screen. People that he knew and didn't filled the screen. He clenched his hands at the sight of the Blob eating Janet.

"So where do I find him?" Danny asked Clockwork as his green eyes began to glow in anger.

"Calm down. This has not happened yet and may be avoided." Clockwork told him with a calm patience.

"Fine." Danny said after taking a few deep calming breaths.

"You will need help Daniel." Clockwork said and two screens popped up with two different faces on them. Danny recognized both of them.

It was Scott Summers/Cyclops of the X-men and Rouge of the Brotherhood of mutants. He had not seen them in a long time. He wondered what they were up to now with Magneto back. She had avoided being captured by Wanda and Pietro when they were rounding members of the Brotherhood up.

"What do I need them for?" Danny asked Clockwork.

"The girl knows the location of the base; the boy can fly you there." Clockwork said with finality. He knew any departure of Clockwork's plan would not be appreciated by the ghost master of time.

"Okay but why can't you just tell me how to get there? Or open a portal for me?" Danny asked and watched as Clockwork returned to his older form.

"This way brings out the best outcome for all involved." Clockwork answered in a way that was both straightforward and cryptic at the same time. Danny did not know how he managed to do it and it annoyed him at the same time.

Looking at his face though Danny knew he would get no more answers from his guide on the subject. He still had one question though.

"Any idea which one I should go after first?" Danny asked him.

"Go after the Rouge." Clockwork said giving him the directions and turned away from him and back to the mysterious first screen that he was watching when he arrived. Danny tried to see what he was watching that was so important but Clockwork's body blocked the screen completely.

Taking that as a dismissal Danny created a ghost portal back to New York and flew away.

0-0-0-0-0-0-0-0-0

When Daniel finally left Clockwork waved his hand and the ghost portal closed.

"You did not tell him the full truth." An observer said as it floated behind him. They never changed. Telling him what he already knew.

"He saw the past and believed it to be the future. It's not my fault that he made assumptions." Clockwork said.

"You know how dangerous the boy can be even if he is not the original." The observant said.

"That is true. He may very well become a nightmare that plagues the world of the living." Clockwork said as he focused on the screen in front of him and the image in it.

"You belong this one will make the same decision as the other?" the observant asked him.

"Yes I believe he will he will make the right choices." He replied without a care. He already knew what this conversation was about and what would happen next.

Talking with people was truly boring when already knew what they would say.

"We should hurry up and wipe the boy out. The being that watches over him cannot possibly react faster than we can." The observant cried out to him for help.

He just gave a sigh. The thinking of the observant was too linear and too narrow minded. They saw a threat and hurried to eliminate it even if it wasn't required. The way they underestimated the celestialsapiens was just another sign of their shortsightedness.

It was only because of them that they existed and just as quick as they were brought into existence they could be wiped out and for all of Clockwork's power he could not stop it.

He could only try to guide Daniel into becoming a hero like the original and steer him away from his darker tendencies.

Clockwork turned back to the screen and watched the broken city of New York in the swirling green screen and the figure above all the ruined buildings surrounded by bodies with a glowing gauntlet on his hand and glowing green eyes.

It was for the best of everyone if Daniel stayed on the path of the hero.

0-0-0-0-0-0-0-0-0

Danny took a deep breath inhaling the cold December air. He was in New Jersey overlooking the base where many of the remaining Brotherhood of mutants were living.

"I think I will give them the choice of the easy way or the hard way." Danny muttered to himself as he got closer to the building. It was cold and he was not wearing a jacket so he wanted to finish this quickly.

If he couldn't well at least the fighting would get his blood pumping and that would help him ignore the cold. Beating up terrorist would also make him feel better.

"Brotherhood I am Phantom of the Ultimates. I am calling you out." Danny yelled trying to gain the attention of all the people inside the house.

It took about five minutes before someone decided to come out and talk to him. The guy that came out was wearing a silver helmet that covered his face. He had a black bodysuit with a red sash and red trim on the shoulders and arms.

According to S.H.I.E.L.D. files this was Dominikos Petrakis or more commonly called Avalanche. He had the power to launch vibrational waves from his hands. This gave him the ability to shatter objects and cause earthquakes.

This was going to be fun.

"What do you want?" Avalanche asked with his hands clenched at his sides.

"I am here to see Rouge. Will you let me see her or not?" Danny asked and given the way that Avalanche clenched his hands and more and more mutants were coming out to see the fight he doubted that they would do this the easy way.

Truthfully he was happy that they were making this so difficult. He needed to work out his aggression. It was probably why Clockwork had sent him here in the first place.

He would enjoy this.

"No. You bust in here and come making demands. What I will do is show you the way out." Avalanche said as he extended one of his hands and a wave of vibrational force came blasting out.

Danny of course had jumped high into the air to avoid it. When he came back to the ground he had a grin on his face.

"I was hoping you would do that." Danny said before firing a ghost ray at Avalanche who rolled out of the way.

"Take this." Avalanche said as he got to his knees and put his hands on the ground.

That was when the earth began to shake. Danny tried to challenge the earthquake and stay steady but even with the perfect equilibrium granted to him due to the fact that he was a ghost when the ground began to crack and break Danny had to give up and take to the sky.

"Take this." Danny said and gave a ghost ray finger gun to Avalanche which hit him square in the jaw and sent the russian mutant flying back a few feet. Watching him crash into a three was something Danny would not forget for a long time.

"You ready for another round?" Danny asked him and when he didn't answer Danny sighed and used telekinesis to bring Avalanche closer to him. That was when Avalanche came in for a headbutt that Danny phased out of on instinct.

"Clever." Danny said as his opponent got back up and into a fighting stance.

Avalanche got to his feet and rushed him. Danny met him head on grabbing him by the shoulders while Avalanche got his hands connected to Danny's stomach. Danny only had a second to turn intangible before he felt vibrational waves pass through his body and knock down the tree behind him.

"Way too close." Danny said as he let go of Avalanche. He threw a punch that forced Avalanche's head back. Danny then followed it up with two punches to his stomach and a sweeping kick that sent the mutant to the floor once again.

Danny was really glad that he had learned close quarters combat from Steve. This was the most fun he had participated in a while. While Danny was congratulating himself he hadn't noticed Avalanche sent a wave of vibrational energy at his legs that set him crashing into the ground.

"Ow." Danny said as his head collided with a tree and then as he looked up and saw the house the brotherhood were staying in he remembered what he was doing here.

"Alright this has been fun but I have to hurry this up." Danny said as he brought his hands closer together and watched as a ball of ectoplasm and electricity began to form.

As the ball grew bigger and bigger Avalanche tried to run away from something he could clearly see as dangerous.

Danny did not let him escape though. As soon as the electro ball reached an appropriate height Danny sent the ball rolling after Avalanche like it was a bowling ball and avalanche the bowling pins.

If you were to follow that example you could say that he got a strike.

Avalanche went down and you could still see the after effects on his body as little sparks moved all over his body and he groaned in pain.

The ball of electricity he had sent after the mutant was not lethal. He would probably heal in a few hours if he got some rest and food.

Danny turned back towards the house as he could hear someone else coming to meet him. The footsteps were way too heavy to belong to Rouge so he could only assume someone else had come to fight him.

Out of the house came Cain Marko the Juggernaut. Danny hadn't seen him since he overshadowed him and went on a rampage through the weapon x facility.

Danny knew that the Juggernaut had joined the brotherhood but he hadn't expected to run into the man here and now.

"Hey buddy you mind letting me talk to Rouge?" Danny asked him since he was no longer itching for a fight due to Avalanche. He knew that he could beat the juggernaut pretty easily and had no desire to humiliate the man right now.

"No way. I don't know what you want but I don't trust the government or their lap dogs." The Juggernaut said as he adjusted his helmet. Danny watched as he began to walk towards him with his heavy boots causing deep footprints to be left behind.

"Dude will you please put a shirt on?" Danny asked Juggernaut because the dude was charging at him plainly like a bull and a matador. Danny twirled to the side as the Juggernaut passed him.

"I remember you!" The Juggernaut screamed at him as he charged at him again and just like before Danny twirled to the side to avoid being rammed by the mutant rage monster.

"What are you talking about?" Danny asked him as he sat in the air with a bored look on his face.

"Weapon X I remember you breaking in and using me as your damn puppet!" Cain screamed out with the rage clear in his voice.

"Do you know who I am!" Cain screamed out to the heavens. Danny just wished that the annoying half naked man would shut up and comply with his questions/demands.

"The Juggernaut?" Danny asked as he landed on the ground and looked at the Juggernaut like he was a crazy person.

"That's right I am the Juggernaut bitch!" Cain screamed as he charged right at Danny whose left eye began to twitch.

With a glowing fist Danny stopped Juggernaut's charge and held him in place despite the larger man's struggles.

"You are not an internet meme!" Danny shouted as he brought his other fist down on to the Juggernaut's head and sent him crashing to the ground.

"That was surprising." Danny said to himself as he looked at the unconscious form of Cain Marko. He really should send people to look after these people when he is done with his mission.

"You know this could have been all avoided if you had just gave me what I wanted." Danny said to the unconscious mutants. Even though they could not hear him it made him feel better.

They could have truly avoided this and that was the story that he was sticking with. With that he began walking all the up to the brotherhood base.

He really hoped that their house was clean.

0-0-0-0-0-0-0-0-0

The house was clean of course he had to mess it up when more mutants tried to get in his way and prevent him from talking to Rouge.

Some had to be thrown through windows and other had to be smacked upside the head with a chair.

Toad tried to hit him with that gross tongue of his and so he had to be bound to the ceiling with ectoplasm and duct tape. It had taken about thirty minutes but now there was no one to stand in the way of him and his goal.

He had knocked on the door and had to wait for a few minutes before the door open but when it did and he saw his Rouge he knew it had been worth it.

He was willing to admit that he may have had similar tastes in girls as the original version of him. There was just something about the way that Rouge pulled of the goth look.

He thought she took to it better than Sam.

"Phantom? What are you doing here?" She asked clearly nervous. He would admit to feeling it too. There was just something about her that drew him in.

"I need your help." Danny said to her.

"What do yah mean?" she asked him with her southern accent becoming more and more pronounced.

"I know Magneto is alive. I need your help to find him." Danny told her and watched as her eyes began to widen before she nervously took a look around.

"Rouge Magento is very dangerous and he could hurt a lot of people if he is not stopped." Danny told her stressing to her how important it was that he find her.

"Magneto is the only one standing up for mutants like us sugah." She said and while her accent was normally very distracting for Danny the fact remained if Magneto remained in hiding his friends could die along with millions of others in the ultimatum wave.

Danny was not willing to let that madmen continue hiding.

"Rogue I know I don't understand what it is like for mutants but the way Magneto is going it is going to end up causing everyone to suffer. You must know that." Danny said as he leaned his forehead against hers.

"Fine I'll help but what happens to me then?" Rogue asked him. Luckily he had already figured that part out.

"After this is over you can stay at Xavier's with the other X-men." Danny told her and watched as her eyes went wide.

"Do yah really think they'd let me stay?" Rogue asked him.

"Yes. Xavier's is all about second chances and accepting mutants no matter their past." Danny told her. Given the way that their professor had not killed Magneto or his son it was more than likely he would accept Rogue.

"What about your boss and the other Ultimates?" Rogue questioned him trying to see just how far he was willing to go for this.

"If they have any problems with it I will deal with it personally." Danny told her and brought her into a hug. His head was resting above hers and her head was laying on his chest.

"Okay." He heard her say and listened to the directions to Magneto's base in the savage lands.

"What now?" Rogue asked him.

"I need one more person to complete our group." Danny said before blasting a hole into the base. With Rogue's hand in his they flew outside of the house and towards the site that he had specified to be picked up at.

"Who are we getting?" Rogue asked him.

"Cyclops of the X-men and he is picking us up." Danny told her. When he had gone to pick up Rogue he had decided to save time and have a duplicate pick up Cyclops.

It hadn't taken much to get him to help. Apparently Jean was still unconscious due to a cult that kidnapped her to harness what they believed to be a cosmic entity trapped inside of her.

Being useless is something Cyclops was never good at and so when given the choice between sitting helpless at the girl he loved bedside or stopping a murderous mutant who had been and could still be a threat to his friends Cyclops decided to join.

Hearing the roar of an engine Danny looked up and saw the jet of the X-men. The black jet looked amazing just hanging there in the sky.

"See. I told you." Danny said as Rogue looked up at the jet with a nervous expression.

Danny grabbed Rogue and phased them through the jet.

"Hey Scott. I hope we didn't keep you waiting." Danny said to Scott who was focusing on flying.

"I'm fine. Is this everyone?" Scott asked him as he and Rogue took seats near each other.

"Yes. It will be you, Rogue, and me." Danny said. Looking at Rogue Danny wondered what her name actually was.

He could have read the file the government had on her but he preferred to hear her name from herself. The Weapon X files were something that he really did not like looking at.

"I thought that the ultimates would be coming with us?" Scott asked him.

"I was told to deal with this mission personally." Danny said to Scott while focusing on Rogue out of the corner of his eye.

When they saw that they were looking at the other they blushed and turned away.

Rogue and Scott weren't saying anything too each other. I guess they were still uncomfortable around each other given the last time they saw each other Rouge was the reason that they were captured by Cornelius.

Thinking of that bastard Danny wondered where he escaped to. It was apparently so secret that Danny did not have the clearance to know.

It pissed him off very much.

"So it's just us?" Rogue asked looking at him.

"Yeah but don't worry. The three of us are enough for this." Danny said confidently as the jet took off towards the savage lands.

0-0-0-0-0-0-0-0-0

As the plane landed and he got a look around Danny had to admit that the place was nice in a sort of dangerous jungle way.

"Welcome to the savage land." Scott said as he got off the plane in his x-men uniform. Danny had learned on the trip here that this is where Xavier was dealt a blow that left him in a wheelchair for the rest of his life.

Danny knew that Scott had once joined Magneto long ago before the attack on the white house. Once he found out what was happening though he rejoined the X-men and helped stop Magneto.

He also found out Pietro and Scott were not fond of the other. Danny thought it was because of Wanda.

Pietro was very protective of his sister. Danny found that strange at times when he went back over the memories of the original Danny and Jasmine.

"So lead the way Cyclops." Rogue said and with that they were off. At least the two were starting to talk to each other. Danny found that to be a good thing as they would be living together when Rogue moved into the X mansion.

They walked for hours before they approached the base that they were looking for and the only reason they stopped was that there were two people guarding the entrance to the building Magento was in.

One the left was Pyro or St. John Allerdyce wearing his golden costume with a flamethrower on his back and on the right was someone that Danny truly wanted to kill.

On the right was Frank Allen or more knowingly the Blob. Both were dangerous top other people but the Blob was the one that he had seen eating Janet and that made him a priority to get rid of.

He would have in fact taken them both out on his own with a lot of violence and energy blasts but he needed this mission accomplished as stealthily as possible.

He could not let Magneto escape from here with Forge's plans otherwise lot of people would die. That reminded him he needed to deal with Forge. Despite his future reluctance the man helped build a weapon that would kill millions willingly.

"Do you have a plan?" Scott asked him and he nodded and took a knee while grabbing a stick. He would spell this out plainly and clearly that way there were no misunderstanding.

0-0-0-0-0-0-0-0

The man known as the Blob was really hungry and really hungry. He had spent all day out in the heat guarding a metallic door. He didn't really get why he had to be the one to do it but no one refused the boss's orders.

He still couldn't believe the boss was back. He had just been planning on messing with the beast he had no idea the idiot would reveal team secrets so easily.

Now the boss was back and soon the stupid human would learn their true place with the brotherhood ruling over them. He couldn't truly wiat.

"Hey Pyro what do you think the boss is planning?" He turned to pyro only to get punched in the face.

Before he could get up however he got hit more and more. The thing about these punches however was the more he got hit the more pain he was in. Normally that did not happen.

His powers prevented him from getting hurt as no one he had met had the strength to hurt him.

Looking in to Pyro's face he could see his eyes glowing a strange color. They were a neon green that looked like they would like nothing but to kill him.

"What do you want?" Blob asked as he struggled to get up and get revenge for this vicious beatdown.

"We just need some answers." a voice said coming up to him. He opened his eyes and saw that it was Cyclops of the X-men.

"I'm not going to tell you anything." Blob said as he imagined what kind of trouble he would get in with the boss if he found out he talked.

He feared Magneto way more than he feared those kids.

"That's fine. We can take what we need from yah." A third voice said and he looked to see a white hand moving to his and then he felt himself falling unconscious.

0-0-0-0-0-0-0-0

"You got what we needed Rogue?" Danny asked from within Pyro's body as he saw Rogue stand up and hold a hand to her head.

"Yes. They are behind the door and further inside." Rogue answered him.

"So the plan from here on out is to go inside and capture Magneto and Forge, Destroy their doomsday weapon, and erase their plans. Danny said to them.

"How are we going to get inside?" Cyclops asked him as he gestured to the metal door that held no doorknob.

"Easy we break in." Danny said as he punched a hole through the door and then with two hands made a hole big enough for all three of them.

"That's one way to make an entrance." Rogue said as they walked through the door and down the vast metallic hallway.

Danny would have liked to see what kind of echo this hallway would produce but he was on a schedule.

Eventually the hallway ended. The problem was that it ended on their part but beyond the huge chasm the hallway continued.

This would be a problem if Danny was not capable of flight and telekinesis. With a gesture of his hand Cyclops was raised into the air and crossed the chasm. If this was any other time Danny would have tried to scare him into thinking that he would fall.

With Rogue he grabbed her by the waist and flew the both of them over it and landed slowly and safely.

"Seriously." Cyclops cried out in annoyance.

"Hey you aren't a pretty girl. I don't have to be careful with you." Danny said without a care and walked forward. If Scott wanted to complain he could take it to Peter. They would probably find they had a lot in common.

They walked through countless other traps like pitfalls and spiked walls and metal boulders. They only annoyed him more. He was going to enjoy his fight with Magneto.

Finally they arrived at the final door.

"Do you want the honors?" Danny asked and watched as Cyclops's visor began to glow red and then the door was knocked down through the door alerting Magento of their presence.

He could tell because discs of sharp metal began to fly at them.

He put up a ghost shield that blocked the disks and sent them crashing to the ground.

"Magento I am here to arrest you." Danny said as he walked into the room and faced Magneto. The other two were hiding. Waiting for him to take Magneto away so they could deal with Forge.

"Fool you come to my home and challenge me? The Master of Magnetism." Magneto said with his well known arrogance shining through. Danny didn't even give a response beside firing a ghost ray at him that he blocked with another metal disc.

Danny used telekinesis to hold Magneto against the wall but then Magneto clenched his fist and the floor tried to swallow him up.

Danny let go of his hold of Magneto and began to fly above the floor but then he had to duck as another disc came for his head.

The disc just split up into spears and they came flying at him from all directions. Danny ducked some and blasted others.

"Boy, you are way too inexperienced to come after me." Magneto said as he began to float in the air. Danny blasted him with an ice ray that he blocked with a pipe he pulled from the floor.

"Fury and the American government will pay for trying to kill me." Magneto promised Danny in a threatening way. Like he wasn't already planning on killing them.

"You are a terrorist. It's not like you weren't planning on killing them eventually." Danny said to Magneto gaining his attention and watched as his duplicate grabbed Magneto by the cape and flew him through the building roof.

Danny followed not long after. He saw the other two come into the room and begin the search for Forge. They really needed to capture him. He was part of the deal he was going to give Fury so that way Fury accepted the mission.

A technopath was a very useful person. Especially if they didn't scream their plans to the heavens while using slang from the seventies.

Technus was so annoying.

"You will pay for that boy!" Magneto growled at him and tiles came flying off of the roofs and spun around Magneto in a dangerous cyclone tipping of who knows how many people on the island.

Danny had to end this quicker. He was not in the mood to fight an entire army.

He created three duplicates. They flee through the dangerous cyclone that Magneto was sending their way.

They blasted him with ghost rays, electricity, and ice. For all of his power Magneto could not withstand all of that and the master of Magnetism began to fall. He would have crashed into the ground and broken a few bones if Danny hadn't sent an ice spear that caught him by the cape and bound him to an empty building.

With Magneto unconscious all he had do now was wait for the others.

He really wished that they would hurry up.

They were so slow. He was the one dealing with the super powerful mutant.

0-0-0-0-0-0-0-0

"... and that's what happened." Danny said to Fury who sat behind his desk rubbing his head after listening to his report.

Obviously Danny left out a lot of what happened but that was something Fury did not need to know.

"This is going to be such a headache." Fury complained to himself.

"True but we have came out of this situation pretty well." Danny told Fury. True he would have liked to kill Magneto and prevent all the damage he would cause but Clockwork had appeared and stopped him.

After all Original Danny got a second chance so why shouldn't Magneto be given a chance. Despite how different they were people should not be killed over what they might do.

Danny couldn't say anything against that.

"Where are you going?" Fury questioned him as he saw him walking away.

"I have a date. I have to figure out what I'm gonna do." Danny said as he walked away thinking what he and Rouge should do for this weekend.

He would let Fury deal with all the political stuff after all isn't that why he is head of shield.


	14. Green and Deadly

**Author's Note: If you like this story check out my other two Danny phantom crossovers. Central City's Phantom and Phantom in the hills. Anyway read, rate, review.**

 **Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

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 **Chapter Fourteen: Green and Deadly**

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Danny was just relaxing in class while looking at the sunny day. Danny was miserable that he had decided to come to school today. The weatherman had lied to him. He had said that it was going to snow.

That was the only reason that he had come to class today. If there was nothing to do outside he figured why not spend time with MJ, Peter, and Gwen.

They would keep him amused for the duration of school anyway.

"Today we are going to knock our brilliant heads together….. And we are going to discuss moles." The teacher said. He wondered why the man how the bearded old man found enjoyment in this.

Maybe he just enjoyed giving lectures that others found boring. Danny wondered if he could have him arrested for crimes of killing students with boredom.

The teacher asked a question that was an unholy marriage of science and math. A question Danny could answer but he didn't feel like responding.

No one answered the question because Peter soon came rushing into the room and crashing into the teacher's desk. All the equipment broke as the kid with super strength crashed into the desk.

"Sorry Peter you're out." Danny said like an umpire as he crossed his arms into an x shape. The others laughed before the teacher silenced them all.

"Sorry, sorry." Peter said as he began to pick up the broken shards of glass.

The teacher then began to question Peter on why he was late to class and Peter lied to his face telling him he fell asleep. Danny knew that he had probably been stopping a crime as Spider-man. Danny knew from his memories of the original how hard it was to be a hero and a student.

That was why he was glad he could duplicate. It allowed him to be both.

The teacher then began the mistake of trying to embarass Peter by asking him science questions. He only made it harder when Peter proved to be able to give all the right answers.

"Can you let us go so you can continue this between the two of you?" Danny asked the teacher. He was hopeful that the answer would be yes.

"Yeah. Can you?" Danny heard two voices ask besides him. He believed them to be flash and liz.

Unfortunately their help only helped remind the teacher where he was and then he resumed with the class. Danny gave a sigh at the response.

"Thanks for the help." Peter said as he passed by and went to his desk.

"No problem."Danny said as he laid his head on the desk. He had been serious in his question but felt that Peter would appreciate it more with the opinion that Danny had asked so he could help Peter.

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"So why were you late?" MJ asked as Peter as they walked through the hall. Danny was just glad that class was over. He was preoccupied with other things on his mind.

Rouge had been sent to stay with Xavier and his X-men as a reward for helping him hunt down Magneto and he decided to let a couple of days pass before calling her.

After waiting two days he had decided to text her to see how she was doing. It was apparently going well but she had trouble fitting in with people she had help kidnap.

He would visit later and try to help her.

"I was stopping a mugging." Peter answered bringing him out from his head. Peter and Mj then began to snuggle and it was really awkward for him so he put his head to his regular phone and just began reading some comics that he had downloaded.

They walked to the bleacher stands by the football field. He decided to focus on his comics while he let the two of them talk. They tended to forget that he was around them when he was silent and not trying to draw attention.

He might have considered it rude if it didn't let him hear the crazy drama that was their lives.

The two of them could work very well as stars of a daytime television soap opera.

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"What happened is she caught me coming in at three o'clock in the morning." Peter said to Mary Jane as they sat on the bleachers and enjoyed lunch.

"Three?" Mary Jane asked him unable to believe that he stayed out that late.

"There was a huge group of criminals planning on attacking another gang. I had to wait and follow them to make sure no one got seriously injured." Peter said still unable to believe the night that he had.

"You didn't ask Danny?" Mary Jane asked.

"Not really." Peter said. He was still mad about not receiving help during the Kraven thing. He figured it was better to depend on being able to get himself out of the mess than relying on Danny's help.

"So what did your aunt May say?" Mary Jane asked him.

"She asked where I was and I answered uh uh uh and she blew a gasket." peter said remembering all the yelling that she went through. It was surprising how loud such an old lady could get.

Oh. You know she called me and I told her at the library like you told me too." Mary Jane said. Unfortunately he didn't remember telling her that and told aunt May that he was at the bugle.

It surprised him how often that he lied to aunt may and when that revelation hit him he felt even worse. How would uncle Ben react to what he was doing.

"She grounded me. Grounded me for longer than it was possible for me to be alive." Peter said to her.

"Really?" Mary Jane asked shocked at how mad aunt May was.

"Can I come over then? We'll hang at your place." Mary Jane said shocking him.

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Danny was there just trying to read his comics and enjoy lunch while fighting the urge to make a duplicate and make a run for it. He had said that he was coming to school today and so wanted to accomplish lasting the day.

He would not let the education system beat him.

Peter and Mary jane had been arguing about something and were now staring each other in the eye. Danny thought that they were going to kiss and it would be best for him to leave the area.

He would not let them make him awkward. He would just have to find someone to mess with. Perhaps he could slash his teacher's tires with an ice dagger.

"Oh my god." Mary Jane said said as she looked off into the distance of beyond the bleachers. He and Peter took a look and saw a guy walking closer with a dark jacket.

"Harry." Peter said shocked. Danny then realized that it was Harry Osborn. He didn't know much about the guy because the duplicate hadn't cared to get to know the kid back when Harry was in school with it.

Peter and Mary Jane rushed over to him shocked that he was back in school. Danny was surprised too but he didn't care that much.

"Well lookie lookie. Harry Osborn back from the dead." Flash said as he and Kong showed up with another guy from the football team that Danny did not know.

For some reason Danny had thought Flash played on the basketball team but whatever Flash played on a sport team. Danny couldn't be bothered to remember Flash's life. He reminded him too much of Dash.

He should just be happy that Danny didn't come to school every day just to toss him in a dumpster.

"Flash." Harry said with annoyance as he turned towards him. Danny understood that Flash annoyed him too.

"What no hug for me?" Flash asked him.

That then started a huge argument for the group as Harry was mad at Flash for not calling or writing him like Mary Jane and Peter did and then Gwen joined in to start messing with Flash.

Danny enjoyed making fun of Flash too but he would only do it when it was his decision not because others had decided to do it and just jump in.

He wasn't even sure he liked Harry yet. The guy looked like he spent hours brooding in the dark. Danny had enough of brooding from Peter and he actually found him funny at times.

Harry invited Peter out into the city but Peter responded that he was grounded Danny thought he was just trying to get out of it politely as possible even though he really was grounded.

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"So how was it to see your old friend?" Danny asked him as he and Peter sat on the roof. Mary Jane had class but they had a free period and so they were talking about Harry coming back.

"I feel like the world is getting crazier by the day." Peter answered him.

"Let it out." Danny said gesturing at him.

"What do you mean?" Peter asked him.

"Go ahead and rant I can see that you are waiting to." Danny said and that was all that it took to get him started.

He went on a rant about how it was an idiotic idea to be in the same room as Norman Osborn and how he knew his identity. How it was weird that Harry was claiming that he and his dad had were happy together when last time he saw them it was the opposite.

"Luckily you are grounded and can't go then." Danny said.

"Yeah. Maybe the universe is finally trying to help me out." Peter said as he took a deep breath and began to calm down.

"Hey what were you up to on monday?" Peter knew he sent duplicates to school for him and while he didn't approve he stopped trying to argue with him about it.

Peter had learned how stubborn and uncaring he could be about being normal. Danny was just focused on enjoying life. He didn't really care about doing things that people he didn't know considered normal

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Danny was just walking home from the arcade and looking up at the orange sky when his regular phone began to ring. Looking at the name connected to the number he saw that it was Peter.

"Yo Peter. What's up?" He asked as he waited at a stop sign.

"I am going to Oscorp and need help." Peter said confusing him.

"I thought that you were grounded?" Danny asked.

"I was. The Osborns sent someone to my house and convinced aunt May to let me go." Peter said.

"I never trust rich people." Danny said to Peter. All the rich people he has run into have been evil. Wilson Fisk, Vlad Plasmius, and now Norman Osborn.

All rich and completely stupid to trust.

"Well good luck." Danny said to Peter. He had to let Peter deal with his own enemies. How else was he supposed to grow and become an amazing superhero.

"Aren't you coming to help me?" Peter questioned him.

"No but if something does happen I will know who is responsible and who to go after." Danny said before hanging up.

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Stuck between anger at Danny and fear of Norman Osborn Peter met with Harry and after a confusing and nerve wracking conversation he walked into Norman's study.

Looking up at the study he saw Norman watching his fight with Kraven on one t.v. and another looking at an image of him being bitten by the Oscorp spider that started it all.

"Hello Peter. It has been a while." Norman said while turning towards around to face him. His fingers interwoven and under his chin. The hard look on his face made him really uncomfortable.

"I've watched this video so many times. I thought I might burn a hole into my brain" Normans said as he stood up and looked down at him.

He really regretted not running when he had the chance.

"You remember?" Peter asked as his eyes grew wide with horror.

"Of course I remember. I have kept an eye on you since I left." Norman said to him confusing him.

"What are you talking about?" Peter asked.

"I thought about reaching out to you earlier but first I had to test you." Norman said to him.

"What do you mean?" Peter asked wondering how could he possibly escape.

"Those thugs you beat, Kraven chasing you, and so much more. All of it was due to me." Norman said shocking him.

"Why?" Peter asked. He couldn't believe how much danger that Norman had put him and so many other people in.

"To get it out of your system." Norman said.

"Get what out of my system?" Peter asked as his confusion and fear began to turn into anger over how much of his life Norman Osborn had ruined.

"This Spider-man crap you're done." Norman said with a tone of finality. Peter wanted to say something but Norman went on a rant that prevented him from talking. He then did something even worse.

He turned himself back into that green monster.

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 **(Danny's House)**

Danny was about to enter his house when his regular phone began to ring. Looking at the number he wondered what Peter wanted and how he had dealt with the Norman Osborn thing.

"Hey Peter. How's it going?" Danny asked as he stood outside his door looking at the moon in the sky.

"Terrible!" Peter said as he shouted and went on to explain how the meeting with Norman went.

"He really called himself the next step in human evolution?" Danny asked him. That was never a good sign. That usually led to crazy evil ideas and plots to become supreme overlord of the world.

Danny would have to talk to Fury about this.

"He threatened to kill Aunt May and beat you to almost death then after you healed he was going to beat you to death?" Danny asked.

"Yes." Peter answered.

"All the while standing in front of a fish tank?" Danny asked. He had to admit as creepy and evil as Norman was the man sure inventive when making dramatic speeches and threats.

"So are you going to help out now?" Peter asked him. The panic in his voice easily heard over the winds of the city. Danny figured Peter must be swinging pretty fast.

"Yes. I will help you. I'll come by your house tomorrow and we'll talk." Danny said and with that Peter hung up the phone.

Danny would have walked inside the house but he saw Gwen Stacy walking down the street in a black t-shirt that said cold that didn't reach her belly button and tan brown pants.

Danny would have left her alone but looking at how she looked he could tell that it would be a terrible idea.

"Yo Gwen. Where are you headed?" Danny called out to her and watch her face snap up when she heard his voice. Her face looked like she had by crying for a while.

"I'm headed nowhere really." Gwen said in a depressed way that really did not suit her.

"You don't want to head home yet do you?" Danny asked guessing the reason she was out with nowhere to go was that she didn't want to be home right now.

"Your right." Gwen said and Danny gave a sigh before he opened the door.

"Come on." Danny said as he gestured to his house and let her walk inside.

"You can stay the night. You sleep on the couch." Danny said as he opened a closet and got her a blanket and a pillow.

"Won't your parents mind you having a girl stay the night?" Gwen asked him with a grin on her face. At least now she was feeling at least somewhat better.

"Not really. I live on my own." Danny said to her and it was true. Vlad and Spectra were rich and had a mansion all over the world. They sent Bertrand or another ghost when they had a message but mostly they were fine being on their own and not talking to him.

Danny was fine with that. They sent money for him to live and that was enough. Combine that with the money he got for being paid for being an ultimate and he was very well off.

"You like not living with your family?" Gwen asked.

"My mother feeds off of misery and my father is a manipulative businessman. It wasn't really a happy childhood." Danny said and while it was possible that he was wrong since he did not know these version of them and he tried to ignore the memories that had been implanted in him but he felt that he had nailed their personalities and what a childhood with them would be like.

"Good night." Danny said to Gwen as he went upstairs. He could see that something was bothering her but he could also see that she did not want to talk to him about it.

That was fine he had his own stuff to deal with. He left a duplicate to watch over her and make sure she was safe.

Like Norman Osborn who could turn into this greenish goblin like sort of creature. Actually he thought that was a pretty good name. From now on Norman Osborn's monster form was called the Green Goblin.

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(Morning)

Danny waited while his work phone rang to connect to Fury and warn him about Osborn. Gwen had rushed off to meet Peter had last night.

He wondered how Mary Jane would take that when she found out. Danny did not think that it would end well.

"Fury I need assistance." Danny said once he was able to reach Fury.

"What is it?" He asked in return and so he explained what happened with Norman Osborn. He already knew that Fury knew about Peter given that he was under surveillance before being recruited by Fury and knowing Fury he would be watching the kid with superpowers saving people in red and blue tights.

"You are so troublesome kid but fine I'll help you." Fury said.

"Great so what's the plan?" Danny asked. He could kill Norman Osborn very easily but he didn't think Peter would enjoy that so much. He didn't want to have to listen to any more lectures from high horse Peter.

Danny liked to walk a fine line between superhero and supervillain. It fit his personality and backstory better.

"I'll handle this. You created enough of a mess with the whole capturing Magneto thing." Fury said. That was the exact reason he called Fury for help. He needed to make an effort to show that he wasn't just running wild and doing whatever he wanted.

He still wanted to be part of the ultimates even if he didn't trust Fury completely.

"I will put some men onto it." Fury said before explaining what was going to happen.

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"Well aren't we all happy?" Danny asked as he watched Mary Jane, Peter, and Gwen draw a scene. Gwen was hanging off of Peter's back and trying to swing around. Liz and Flash were talking but no one was paying attention to them but him.

Mary Jane had a really uncomfortable look on her face.

They then told him about everything that went on since Gwen left his house to talk to Peter. Apparently Gwen's mom had abandoned them for some guy and went to live off in Chicago. Gwen ran off since her dad was at work and she was alone.

Apparently her dad found out and called Peter who in turn told aunt may and so they called Gwen and she came over and had pancakes.

"You didn't invite me for pancakes Peter?" Danny asked while knowing the reason he hadn't come over was to let the Parkers deal with Gwen's emotional issues.

"What now?" Peter asked as his name was called over the p.a. System.

"Uh- can you just hold on a second?" Mary Jane asked him.

"I'm going to miss my quiz." Peter said ignoring her completely.

"I'll see you after class. I'm not grounded anymore. I have to tell you something." With that said Peter was gone. Heading straight to classroom 222.

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"Hi Peter." The therapist lady said as he walked into the room wondering why he was talking to her again. He had to admit it was a little ironic. They first met to deal with Norman looking for him and now they were talking again after Norman came back.

"Well I really don't have time to do this today. I have a trig quiz in ten minutes and.." Peter tried to explain but Dr. Bradley was not going to let him finish.

"This will only take a few minutes." Dr. Bradley said showing that Peter wouldn't just be able to leave.

"So, I hear the Osborns have come back to New York City." She said looking at her clipboard.

"Yes but…" Peter tried to stop her he really didn't like thinking of Norman Osborn.

"You went over to their penthouse last night?" She questioned him. He didn't understand how she could possibly know that.

"Did Norman Osborn reveal to you his new abilities?" She asked him.

Then it just got more shocking. Apparently she knew that he was Spider-man. When he felt someone watching him he had to say something and when the person finally became visible he was shocked at who it was.

"Get outta town." Peter said and a part of him just knew that Danny was to blame for this.

It was too weird and strange not to be his fault.

"Calm down hotshot. We have important things to talk about and not much time to do it in. My name is Nick Fury perhaps you have heard of me?" He asked and Peter nodded.

Danny sometimes broke into a rant about his boss named Nick Fury. Danny said he was paranoid, controlling, manipulative. All in all he was a spy and Danny found him annoying at times.

"I asked have you heard of me?" Nick Fury repeated.

"Yes." Peter answered him.

"You know I run the the largest taskforce in the world." Nick Fury said.

"You also know that I am in charge of the ultimates." Fury said and he nodded.

"What are you doing in my school? How do you know who I am?" Peter aksed. He should have known better than to trust Danny would keep his identity a secret.

"Peter there's not much in this world I don't know." Fury said.

"Yes but how?" Peter stressed the question wondering when they found out.

"Agent Bradley how long have we known about Peter?" Fury said as he finally gave in to the question.

"Um, Let's see, a bunch of ways. The Osborn industries securities tape, The Kraven show, videos from our agents." Dr. Bradley listed off the times and his eyes grew wide at how careless he had been.

"Oh man." Peter said.

"Consider it flattering. We're busy but we're keeping an eye on you." Fury said then went on to say that he was a miracle. He also went to say that since he was a minor they would have left him alone for a while but with Osborn back things had to be sped up.

"You let Danny join the ultimates." Peter pointed out.

"Phantom is an exception. Most people think he is dead. No rules on how old you have to be when you are a ghost." Fury said.

"I would like to see some form of identification." Peter said.

"You want to see my secret agent badge?" Fury asked with a grin on his face that looked even more humiliating with the eyepatch. Peter blushed even more when Fury looked at him.

Peter really wanted to slide underneath the desk he had left but that would only make it worse.

"Danny told us about Osborn and how he threatened you, your aunt May, Mary Jane and your other friends." Fury said before he told him what Osborn was more than likely planning.

Osborn wanted Fury dead due to him declining on his super soldier formula. He went onto explain how the Hulk, Osborn, and him were all made by S.H.I.E.L.D's attempt to make another Captain America.

"So if you know all this why don't you arrest him?" Peter asked. He would have advised them to shoot him but he wasn't sure if that would end Norman and also he had to consider how Harry would deal with it.

He would feel bad if he was the reason Harry lost his father.

"It isn't that simple." Fury said and then he began to explain why.

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 **(Hallway)**

Danny was just walking in the halls with Harry and Mary Jane. He was mostly here for Mj though. He kind of found Harry boring.

"Hey Peter." he waved at him wondering how his talk with Fury went when Peter looked at Mj, Harry, and him before running away very fast.

He threw a glare at him first though.

Apparently it did not go well.

"Please go after him." MJ said and he nodded before sprinting after Peter.

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 **(Streets)**

Danny looked at the thundercats t-shirt Peter was wearing and thought about what Peter said about his meeting with Fury.

"So they are going to watch and wait?" Danny asked.

"Yes. Something about how their information was gained illegally and how they can't do anything until he actually does something." Peter said.

"I mean I understand that but will they at least try to protect your aunt May or Gwen or MJ?" Danny asked.

"They said they will but I can't blindly trust that." Peter said.

"I understand. I can have some duplicates watch over them." Danny said to him.

"Alright. Thanks but we need to do more." Peter said.

"Alright how about this. We go and force Osborn's hand then S.H.I.E.L.D. can come in and take the crazy man away for good." Danny suggested.

"I like that plan. Thanks but why did you come after me anyway? It's not like you to do that?" Peter asked him.

"MJ asked me to." Danny answered.

Peter looked like he wanted to say something but when he got home and saw the Osborn car in front of his house talking to Aunt May he just reacted and left him behind.

Danny just stood back and watched. He may have said all of that for Peter but he knew what would happen. He would have to protect watch out for Mary Jane, May, and Gwen.

Even with all his help he knew that Osborn and Peter were like original Danny and Vlad. They were arch enemies and they would have to face each other.

Danny was just glad that he didn't have one to deal with.

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Peter swung through sky ina mad rush. He was tired of dealing with Norman Osborn. The man was just plain crazy.

He couldn't wait for Danny or S.H.I.E.L.D. to swoop in and help. Those were mistakes that he had already made and he didn't want to do it again. He didn't want to get anyone else involved.

He would take the plan from earlier and make Norman mad. Once that happened he would draw S.H.I.E.L.D.'s attention so they could arrest him.

He wouldn't let Norman Osborn hurt anyone else close to him.

He saw Osborn waiting on a roof covered by a purple cape. The orange eyes and green skin gave him away.

"I thought I told you to throw that costume away." Osborn said crouching and looking very creepy.

"I thought you drowned in the East river. Guess we're not as bright as we think we are, huh?" That questioned was both a question and an insult to Norman's intelligence.

Watching his eyes narrow Peter knew that no matter how crazy he was Norman's ego would remain. Norman Osborn hated being questioned, called stupid, and or wrong.

"So I take it you are going to choose the road most deadly." Osborn said to him.

As they circled each other Peter asked Norman why all this had to happen and why he was obsessed with him. All he got in response was a rant about circles and how Norman owned him because they shared the same genetic code and how he made him.

Peter just saw how insane the man truly was and the sad thing was according to Fury he had did this to himself on purpose.

"I will never join you." Peter said to Norman after he was lectured by Norman on responsibility. Norman however decided that for some reason Peter would join him if he used force.

That was Norman Osborn. He was a man who never listened and always thought he was right. Even as a green monster he was still the same.

Norman then decided how to punish him for his so called "insolence.".

He knocked down Harry and kidnapped Mary Jane.


	15. Fall of the Goblin

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

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 **Chapter Fifteen: Fall of the Goblin**

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"I've got you MJ." Danny said as he caught falling ginger. He had known from the moment that Osborn sent people to get Peter's aunt May that something like this would happen.

"Thank you Danny." MJ said before she began crying into his chest. Danny just looked at all the people watching him floating above the bridge before turning to Peter who was standing on top of a parked truck.

"What would you do without me?" Danny asked Peter rhetorically. They both turned to the Green goblin and watched as the S.H.I.E.L.D. helicopter began shooting at him. It was barely hurting him but any distraction was a good one in this situation.

"Thanks Fury." Danny said as he used his ultimate's sanctioned earpiece.

"There is no way I am letting Norman Osborn get away with coming for my life. It's win-win for everyone if we take that psycho out." Fury said to him.

"Hey Mary Jane go someplace safe." Peter said before trying to call a cab for her.

"There is no need for that I'll take her home." Danny said as he created a duplicate to fly Mary Jane back home.

"Alright." Mary Jane said clearly still shaken with how close she had come to becoming street pizza.

"Thanks." Peter said to him.

"What else are superpowered friends for?" Danny asked him and they looked up as they heard an explosion from where the goblin and the S.H.I.E.L.D. helicopter were.

"Do you think that was the Osborn blowing up?" Peter asked him in a hopeful mood that was rare for the teenager.

"I doubt it. You're luck isn't that good." Danny answered before they headed back into the fight.

"Plasma fields didn't think you were so prepared for combat yet..." Green goblin began with his fists on fire as he fought the helicopters.

"That is the least of your problems." Peter said as he punched the goblin in the face.

"He's right your punishment has just begun." Danny said as he gave an electric punch to the Goblin's stomach before following up with an uppercut.

The person flying the helicopter was kind enough to at least wait until they got out off the way before beginning to fire on the goblin again. He gave the orders to do the same to all the other helicopters.

"How dare you do that Parker? I will have your head! I will eat your-" Goblin began a rant but paused as he saw the helicopters aim at him directly.

"Parker!." The goblin began to shout repeatedly.

"You know if this wasn't your personal villain I would feel bad for being ignored so much." Danny said as he stood next to Peter.

"Hey if you want him you can have him." Peter said to him in return.

"Nah you can have this one. I find his red eyes creepy." Danny said to him before he began to hold down on the globlin into the bridge by telekinesis.

"You can go ahead." Danny said to Peter before he ran up to fight his recent enemy.

"Parker!" Goblin shouted out in his crazed rants. Peter ran up to him and gave a high double kick.

"Oh, don't worry, slappy, I'm not going anywhere." Peter said clearly working out his issues. Danny was willing to let him. He was focused on making sure everyone else stayed safe and the goblin didn't take out the helicopter.

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"You really are a card-carrying, whacked-out-of-your-mind lunatic!" Peter shouted as he brought his fist down on Norman's head.

"You think I was just going to sit back and let you do this to me?" Peter questioned him before going in for a punch to Norman's green jaw.

"To the people I love?" Peter asked as he kept punching Norman harder and harder. All the threats to aunt May, Gwen, and Mary Jane. There was no way that he was going to let any of it go.

The psycho almost killed Mary Jane. After all this he was going to make sure that Norman couldn't hurt anyone else.

"There's nothing to you, Osborn, but- hate-." Peter said as he began punching the downed Osborn before looking at his face.

Seeing the orange blood coming down from his green mutated mouth Peter thought about what he was doing but as he remembered the fact that Norman did this to himself and how he told him how he would beat him to death he decided it was alright to continue.

"... selfish." Peter tried to finish but was grabbed at the throat by the goblin.

He tired to fight the grip but no matter how hard he tried he couldn't escape. He couldn't believe that it was going to end up like this. He couldn't let Norman get away.

If he did none of the people he cared about would be safe.

"Danny help." He croaked out trying to an assist.

"My turn then." Danny said as he used two hands to blast Norman. They were obviously not at full power. Peter knew if Danny had blasted them with full power they would not still be here.

Danny told him those blasts could destroy buildings and that was still when he was holding back.

"Let the Spider-man go." Danny said as his glowing hands aimed at Norman again.

"Fine." Norman said before trying to throw him off the building.

"Are you going to save him?" Norman asked Danny with a grin on his face. He could still hear their conversation even though he was falling.

"Nah. He can save himself." Danny said clearly ruining Norman's plan. Peter sent webs to two different bridge towers and let them act as bungees for him. Once he went down the webs would force him back up.

He was so glad that his dad had invented these. Especially since webs weren't actually part of his powerset.

"Alright but what about them?" He heard Norman ask him and as he was he going up he saw a fireball coming down and heard two explosions.

"That I might need to get myself involved in." Danny said and as he appeared near the top of the building he saw three versions of Danny fly off in different directions.

One went to follow the fireball that had been going in the opposite direction of him. Two others went to save the pilots that were flying the burning helicopters that were more than likely going to crash onto an unsuspecting public.

Peter turned to see Norman had escaped and was being chased by the remaining helicopters.

It was obvious where he was heading.

Oscorp and that was dangerous because that was where Harry was likely heading to.

"Danny we have to go!" Peter shouted at either the original or one of the duplicates who was struggling to hold the plane in the air with telekinesis.

"Kinda busy at the moment. Also use my code name. I have it for a reason." Danny said to him. Looked like he was all alone in this.

He swung off in a hurry because wherever Norman wasa going it was more than likely it would only make the situation worse.

It turns out he was right because at soon as he landed at the Oscorp building and found Norman the guy had taken a serum and had gotten even bigger.

"I hope you don't believe I'm going to let you drive home like that…" Peter said as he looked at the bulkier and scarier version of Norman Osborn.

He had to admit with the way he looked that Danny's suggestion of his name being Green goblin fit more and more.

He asked whether Norman was still even in there under all that insanity and self imposed mutation. The dude looked even crazier than before. He had spikes growing out of his body. It also looked like the injuries from before had healed as well.

So overall this new appearance clearly spelled bad news.

A smart person would have stopped a while ago but this had to end tonight. He had to stop Norman.

Norman charged at him with rage in his eyes. He was more beast than man right now. That made him dangerous but it also left many opportunities to take advantage of.

As Norman roared at him intent on ripping him to shreds with those green monsterish claws he went with an uppercut that knocked Norman down to his feet.

Peter had been training with Danny's duplicates in hand to hand since that fight with doctor octopus.

He would have used it against Kraven but the man had been using rockets and other weapons that could and would hurt others in the area.

"To tell you the truth normy, I kinda like you more like this…" Peter said as he went up for a drop kick.

"... at least I don't have to listen to your arrogant ram…" Peter didn't get to finish his sentence as Norman through him through the Osborn's glass windows and onto the balcony.

He had let his guard down while thinking that just because Norman wasn't rationale he couldn't track him. He could hear the sound of helicopters surrounding him.

Norman dragged him back inside the house and began to try to choke him out. That was when he heard one of the few voices that he did not want to hear.

"Dad?" Harry asked clearly wondering what was going on.

He would have liked to think more on it but there were many problems with that. He could feel his spine was bending and getting closer and closer to actually breaking.

His boots were wet and he couldn't get any solid footing. His final problem was the giant green monster that was trying to suffocate him.

He had no time for fancy moves so he kicked Norman in the face and tried to web him up.

"Peter?" He heard Harry ask as he looked at his face. He really hoped Mary Jane could fix this. He would focus on that later though.

The reason being Norman broke free of the webbing roaring his name out like usual.

He grabbed Norman's desk and flung it at him. While that did hurt Norman he soon tossed that out the window and onto streets below. As he webbed the desk and stopped it's descent Norman grabbed him from behind.

He was clearly trying to crush his skull and no words from Harry would stop him.

What did help was when Harry stabbed his father in the back with a metal pipe. That somehow broke the unstable transformation and turned Norman back into his human version.

Peter would take this miracle. As he turned to looked at Harry who was confused and crying Peter felt horrible. How could he possibly explain any of this.

"Harry, I..." Peter began trying to explain but just couldn't seem to find the words. How do you explain to your friend by stabbing their dad what a monster that person was. Especially when said dad was someone you had always wanted to make proud.

Harry fainted soon after. It looked like he was given time to come up with an explanation.

Of course that was when the window was broken and Nick Fury came in.

"Secure the area and start the clean-up ASAP, gentlemen. Don't make me repeat myself." Fury said in his dark coat as he took a look around.

"Get Carter to deal with the local authorities." Fury said to another agent.

They checked on Norman and found out that he was alive. He apparently had just fainted.

They came to check on Harry too.

"Are you going to arrest him?" Peter asked but he wasn't sure who he was talking about.

"No. No, We don't do that. We'll deprogram the hackwork hypnotherapy and then we'll do what we can to get him back to a normal life." Fury said. Just hearing those two words made him miss the days before the spider bite when he was just a regular kid.

"It'll work out. We've seen worse." Fury said and he felt glad that at least Harry would come out well.

"Told you we'd be there when it came down." Fury said and he turned towards him enraged about that sentence.

"Then where were you when Mary Jane was almost tossed to her death!" Peter asked.

"Didn't you rush the plan that you and Phantom came up with?" Fury asked him and then told him that things ended up pretty well considering all the risks and damage that Norman could have done if he was in a saner head space.

Fury sent Quatermain one of the agents that Danny had saved to get him clothes from Harry's room. Danny had apparently already left to check on Mary Jane.

With Norman in captivity they were pulling off the surveillance team they had on him. Fury offered him gum and claimed that it helped with the nausea.

He declined the offer for gum. He just wanted this night to be over.

"Listen…. You're young and it will be hard to explain this to you…. But the less you tell your girlfriend about this… the better." Fury said confusing him.

"I know it feels good to talk to an nice girl about all this crazy stuff you're going through… but every time you confide in her, you're inadvertently risking her life." Fury said before it clicked into his mind.

Fury was right. The only reason they were in trouble was because of him. Norman was after him and so he threatened the others and almost killed MJ.

"There are just somethings civilians aren't meant to know." Fury said.

"My recommendation to you is to enjoy your youth. You're too young to be involved with the big boys and that pain in the ass ghost kid." Fury said.

"There will be plenty of opportunities for you later." Fury said shocking him again. This truly had been a long night.

"Yeah, uh no offense but it's hardly like I want any part of this "Big boys" world of yours." Peter said. This was way too much crazy for him. He was way out of his league. If any part of tonight had gone wrong lots of people would be dead and it would be his fault.

According to Fury he had no choice. The moment he turned eighteen he belonged to Fury due to being an illegal genetic mutation. The only reason they hadn't come and dealt with him yet was that he hadn't become a menace to society despite what J. Jonah Jameson claimed.

He was so shocked he barely heard Fury continue talking.

"Just try to enjoy your youth." Fury said. All he could think about was that he had a few years of freedom before S.H.I.E.L.D. came to lock him up and study him.

He couldn't think or breathe. All he knew was that he wanted to leave this nightmare of a place behind.

So that was what he did. Fury didn't send anyone after him. Why bother they already knew where he lived.

As soon as he got to his room he changed out of his clothes and just began to cry over what a sad and depressing joke his life had become.


	16. Meeting the Alchemist

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

 **Author's Note: The Rogue of this universe looks like Rogue of x men evolution. **

**The harem for Danny is: Rogue, Kitty Pryde, Mary Jane, and original Gwen Stacy**

* * *

 **Chapter Sixteen: Meeting the Alchemist**

* * *

Danny walked through the doors of the x-mansion and took a look around. He had been coming to visit these guys more often since he had asked Professor Xavier to let Rogue stay with them. The official reason was that Fury had sent him to keep an eye on the unpredictable mutants.

With the whole Liegon thing and the fact that Magneto had not been killed Fury and the American government was wary of Xavier. Especially with how he had rewrote Magneto's entire mind due to his desire not to kill the man.

With that action the professor had made many people in the world nervous. Not only was he willing to alter people's minds he was completely fine with it as he believed that it was a better alternative than killing the person.

He had already told all the mutants living here the first time he showed up why he was sent there. They knew that he was not truly against them and he was not going to follow Fury's orders blindly.

He had brought Rogue here two weeks ago and they had begun dating not soon after. In a couple days would be their two week anniversary. The only reason either of them were counting it was because it would be christmas.

They kind of had to give each other presents.

"Hey Buddy." Danny heard Bobby say and as he turned around to look at him he was hit in the face with a snowball.

"Pay more attentions to your surroundings buddy." Bobby said as he began laughing. Danny could have done the mature thing and just let it slide. He could have ignored Bobby and just went on to visit Rogue. That wasn't his style though. Danny put Rogue's gift on the table and turned towards Bobby.

He was technically younger than Bobby anyway so no matter what he was in the right. No one could convince him otherwise anyway.

"You are a dead man Drake." Danny growled out with his eyes and hands glowing white.

"You are going to have to catch me first." Bobby said before he took of running. Danny took a deep breath before chasing after Bobby. It would not do to start breaking things in Xavier's house. The old man was more than likely to make him pay for damages. Danny was more than rich enough to afford it on his own but he preferred spending money on things he liked.

Things like comics, video games, and food. Those were things he liked to buy with his money.

Danny and Bobby raced through the mansion. As they ran through the building He saw Storm watching movies on television, Wolverine was getting drunk without a care in the world, Kitty was reading a magazine, and Scott and Jean were making out under a mistletoe and just shoving the fact that they were a couple in everyone's face.

They looked very happy. Danny hoped the two of them stayed together foreverHe really liked Scott and Jean. Scott was a good guy if sometimes a bit too serious. He had helped him take down Magneto and helped Rogue find a place here. He and the other guys living here had spent a lot of time just hanging out and blowing things up with their powers.

Scott made sure they did not go too overboard or get too dangerous. Danny had to admit that at times it was needed.

He and Jean got along very well especially when he found out that she could not read his mind. While that had weirded her and the professor out at first they eventually got used to it.

Scott, Logan, and Jean were awkward to be around at the same time though. Lot of hostility there all around. He personally did not see the big deal about Jean. He knew why too. The short red hair was it. He had spent too much time around MJ and so any redhead with short hair just seemed wrong.

"Slow down." Scott said as he rushed by the happy couple. Danny decided to ignore them. Bobby was getting closer to the backdoor entrance and so that meant he could now use his powers.

"Take this." Danny said as he threw a blast of cold right at Bobby and sent the kid flying into a bank of snow.

"Oh you did not just challenge me to a fight with snow." Bobby said with a grin on his face as his hands cupped together and a snowball formed between them.

"I don't lose ice for brains." Danny said as he cupped his hands together.

"Losing sometimes is good for the soul phantom." Bobby said to him as they stared each other down.

"I hope you remember that to console you as you wake up under a mountain of snow." Danny said before the snowball war began. They ran all around the backyard and hit everything possible with snow.

The only reason he paused was because he heard a certain woman with a southern accent call out to him. He looked up a few floors to see Rouge's room window open. She was holding the present that he had brought here for her.

"Come on up." She said to him and walked away from the window.

"So what are you going to do? Go upstairs or continue with me?" Bobby asked clearly asking whether he would surrender and admit defeat. Either way brought problems. If he chose to go to Rogue Bobby would claim victory and claim that he was whipped. If he chose Bobby Rouge would not be happy.

Danny decided to make his own option instead.

"Sorry Bobby I win." Danny said as he telekinetically moved Bobby's legs breaking their unspoken agreement to only use ice powers. Bobby fell into the snow and Danny walked inside the building whistling happily.

He was happy with his victory.

"Kitty, you might want to go check on Bobby." Danny said to her as he walked by her and up the steps.

0-0-0-0-0-0

Danny sat on a chair that was in Kitty and Rogue's room. They had the room to themselves given that Kitty was hanging out with Bobby. The girl was too curious for her own good.

It was something he liked about her.

"So can I open this now?" Rogue asked as she shook the box clearly interested about what was inside it.

"Sure." Danny said. He was curious about his own gift. A couple days would be his first christmas but even now he could feel the excitement as he saw the black and green box his goth girlfriend had gotten him.

He wanted to open the thing now. The curiosity was figuratively killing him. He wanted to tear that thing open and find out what was inside.

"Can you give me a hint?" Rogue asked as she shook the red and black box he had given her.

"Open it." Danny said to her. He had spent a lot of time working on getting it exactly right due to Clockwork's random visit and advice that he should get used to making sculptures out of his ice.

"Alright." Rogue said as she ripped the wrapping off the box and revealed the bracelet inside. It was made of ghost ice which would not melt for decades and in the shape of a skull.

"So do you like it?" Danny asked as she stared at it in the palm of her hand. Danny saw Rogue open her mouth but before she could say anything she vanished in a wisp of light.

"You could have just said no." Danny said to the space where Rogue was five seconds earlier. Danny was about to go and search for her when a man of flame appeared before him.

Since that wasn't Johnny he was about to blast the man with a cold ray but before he could the man began to speak.

"Spirit, my master commands me to speak to you in your own language. To tell you why he has stolen the woman you held so dearly and the other elementals loved ones. Confirm you understand and I will go on." The man on fire said.

Danny was confused on what this man was saying but he got the gist of it. Someone had kidnapped Rogue and other people and was now holding them prisoner for some reason.

He knew she hadn't hated his present.

"Who are the others you mentioned?" Danny questioned him wondering who he was working with. He wanted things as perfectly clear as possible. That was the only way things would get solved positively in his favor. He also was guessing that this was another question that the man would not hesitate to give him if it meant him coming to them.

"My master says that you know these elementals. He says that you call theses four fantastic." The man in fire said well at least it cleared up who the other targets were.

"What is your master's name?" Danny asked. The man was clearly sent here to give answers and lead them to a trap but there was no other choice.

"My master's name is Menendez Florez. He is known as Diablo the greatest alchemist that ever lived." The man in the fire boasted but then began to hold his head clearly in pain. Danny did not know if it was from the kidnapping by teleportation or being set on fire.

He just hoped that it hurt him as much as it looked.

"Where are you so we can find you?" Danny asked. This Diablo was someone he had never heard of so it was pretty good chance the man was in a location even S.H.I.E.L.D. could not find.

"Come to Milan in the year fourteen-eighty-three. The spirit that watches the ticking of clocks will lead you here. My master has foreseen it." With that the spirit in front of him vanished in an explosion that left nothing behind.

"Great. Just great." Danny said as he pulled his regular phone out of his jacket. He dialed Johnny first and hoped that he picked up. If not him the he would call the others.

"Hey Johnny I need to talk to you." Danny said from his end.

"I would love to chat D. but me and the others are kind of dealing with something right now." Johnny said in an annoyed toned.

"Let me guess someone you like disappeared in a swirl of light?" Danny questioned him already knowing the answer.

"Yes. How did you know?" Johnny asked him.

"The same thing happened to me. I know a bit of what is going on. I will come and inform you and the others." Danny said to Johnny as he took a look around the room.

"We are in Reed's lab." Johnny told him. Well at least they were all together. He would grab the lot of them and take them to Clockwork. He was clearly the ghost being talked about by the burning man.

Danny paused for a moment and wondered if the man was of fire because he had decided to practice magic during one of their celebrations while high. Danny shook his head and opened a ghost portal.

He stepped inside and opened another portal aimed for the Baxter building.

0-0-0-0-0-0-0-0

"I don't believe in magic." Reed said to him as he finished explaining the story.

"Dude come on Danny is a ghost how can you not believe in magic?" Johnny questioned Reed while Danny just sat back and watched his eyes darting from side to side as each person said their piece.

"I still don't believe in ghosts either. I am sure if me and Sue could just study Danny we would find a rational explanation." Reed said before going on to an explanation for his powers that even Danny did not understand.

"Anyway Reed we need to focus on the people kidnapped." Sue said as she reached out to read and grabbed his head bringing his mind back in to the present.

"You're right. I need to stay focused." Reed said as he began to calm down. They were all freaking out in their own ways. Apparently Diablo had taken Ben's mom, Reed's sister, Johnny and Sue's dad, and Johnny's current girlfriend.

"I want to give this guy a good clobberin." Ben said as he pounded his rock hands together in a threatening manner.

"You and me both good buddy." Danny said to the orange rock creature.

"So you know how to find this guy?" Ben asked him.

"Yes." Danny answered Ben as he waved his hand and a ghost portal opened before them and swirled with its' green energy seeming mysterious and exciting especially to a scientist like Reed.

""What is that?" Reed asked him clearly wanting to study the phenomenon in front of him.

"That is a ghost portal. It leads to the ghost zone." Danny told him.

"Do you mean the afterlife?" Ben asked him clearly not comfortable with it. Whether that was due to the ghost or his last experience with portals Danny was not sure.

"Sort of yes and sort of no. Many dead people are there but some were created there." Danny answered. The exact definition of what a ghost was had never been explained to either the original or to Vlad so even he did not know the answer.

He preferred not thinking too deeply into what it meant to be a half ghost because it just gave him questions that he would never get the answer to.

So he preferred to not think on those subjects. He would find them out when the time came eventually.

"Is it safe?" Ben asked him.

"Yes it's perfectly safe. After we save our friends I will bring us all back." Danny promised them as he looked at them. Johnny and Ben nodded although Ben's was slower. Susan and Reed however were staring at the ghost portal and clearly wondered how it worked.

A part of him wondered if this was how the original felt when his parents threatened to rip him apart molecule by molecule.

"You guys ready?" Danny asked.

"Where are we going?" Sue asked. She liked the rest of them were wearing their blue spandex uniform, The only reason he paid more attention to it on her than the others was because it was very tight and hugged her body in all the right places.

"You have a friend that can take us to milan in fourteen-eighty-three?" Johnny asked him.

"Yes I do." Danny said before he went through the portal and brought the others along with him.

0-0-0-0-0-0-0

"I can't believe a place like this exists." Reed said as they flew to Clockwork's place. Danny would have liked to have just opened a portal there but it was impossible for ghosts to open a portal to that location.

The only way to reach there if Clockwork did not summon you himself was to fly there. Danny flew as fast as he could while keeping the fantastic four floating besides him. They had no method to travel through the ghost zone and with no directions it would be very easy for them to get lost.

They would be trapped here if that happened.

"Yeah. Most people feel like this when they see it for the first time." Danny answered as they flew over islands and past floating doors.

"Hey Danny where do these doors lead to?" Johnny asked him taking a look and pictures of everything with his phone.

"They are entrances to a ghost's lair. Each lair serves as a home to a ghost. There are countless ghost living here in the ghost zone." Danny answered as the floated past this world's version of Pariah's keep.

They were really close now.

"So what is this Clockwork guy like Danny?" Susan asked him.

"He is really old and really cryptic." Danny answered as that was the best description for someone like Clockwork. He was always visiting and giving random hints.

Danny had asked for Clockwork to be clear and not be cryptic with him but the old ghost had told him it was not happening and that he would have to deal with it.

Danny just sighed and accepted the fact. He was not crazy enough to challenge Clockwork. He probably had powers that Danny had never seen before. He was the master of time. Who knew what other secrets that man had.

"That sounds really annoying." Johnny said.

"You have no clue. Personally I feel like that he just likes annoying people." Danny said as they found Clockwork's Lair.

"Word of advice don't touch the screens. Touch one and you could end up who knows where." Danny said to Johnny who five seconds after landing began to look at the gears and the screens that filled up the place.

"Why do I feel like you are talking about me?" Johnny asked him.

"You and Reed. I know what the two of you are like when you are curious." Danny said before he turned to Reed who was staring at the screens and probably trying to figure out how it was possible that they worked.

"Clockwork." Danny called out already knowing that he was more than aware that they were here. Daniel felt his ghost sense activate but could not find him.

"Yes Daniel." Clockwork answered behind making him jump and grab his chest.

"We need to talk about you not doing that as much. You might make me a full ghost." Danny said to Clockwork. He turned to see the fantastic four frozen in time.

"You know why we are here?" Danny asked Clockwork.

"Yes. Diablo had kidnapped people you care about." Clockwork said to him. While normally others would ask why he didn't warn them but Danny knew that was not Clockwork's style. He saw many futures and so he chose paths that he believed would end the best for everyone involved.

Didn't make it any less annoying though.

"Can you unfreeze them?" Danny asked Clockwork who nodded and tapped his clock staff.

"I feel weird. What is going on?" Johnny asked.

"You had been frozen in time." Danny answered them while they looked at Clockwork.

"Clockwork we were wondering if you could send us to milan in the fourteen-eighty-three to fight Diablo?" Susan asked him.

"Yes I can. Though I assure you that it won't be easy to fight him." Clockwork said.

"Can you bring us back though? I don't want to be stuck in a time before electricity after we kick his butt." Johnny said to Clockwork.

"Yes I can bring you back." Clockwork said to them.

"Great let's go." Ben said cracking his knuckles.

"Wait Ben we can't just go on without a plan." Susan said as she tried to control Ben and Johnny who agreed with him.

"Sue is right. We need a plan." Reed said.

"What we need to know is why he targeted us. I take it you know why Clockwork?" Danny asked him and turned towards him.

"Yes. He plan on performing a ritual to become immortal but he needs certain ingredients for it to happen." Clockwork said and while he could see Reed rolling his eyes at Clockwork's explanation they both ignored him.

The world was vast and wide. Magic could certainly exist somewhere in it. Clockwork would probably know more given that he could see all of time.

"What does this have to do with us?" Ben asked Clockwork.

"The five of you fulfil the elemental requirements needed for the ritual. Water, Earth, Fire, Air, and Spirit." Clockwork said with images of them appearing forming a pentacle. Reed was first to appear followed by Ben then Johnny with Susan following her brother and finally him.

"So you are saying this is more than likely a trap." Johnny said more than asked. They had all known that was likely given the message. If they weren't needed the man on fire wouldn't have contacted them.

He was going to save Rogue and the others. That was a promise and he didn't break his promises.

"We already knew this going in. We are not going to run just because we know the odds are not in our favor." Reed said to Clockwork. He truly did not get why Reed's dad did not like him. Reed was an okay guy he just got lost in his own world because most of the world could not keep up with him.

That was probably why Susan was so good for him. He just hoped nothing happened to them otherwise it was possible that Reed might become a super-villain without any else to relate and calm him down.

"Alright step through when you are ready." Clockwork said as he opened a portal for them.

"Alright Reed I will admit that right then you seemed pretty cool." Johnny said to Reed as he sat on the floor.

"Thanks Johnny. Alright let us come up with a plan." Reed said as they sat down and began to discuss what they were going to do.

"Casper you're on fire." Ben said as he pointed at him. Danny blinked and looked at his hands. They were on fire.

"I did not do that." Johnny said.

"Yeah. That was me I was just imagining what I was going to do to Diablo when I got my hands on him." Danny said as he extinguished the green flames.

0-0-0-0-0-0-0

Stepping through the portal they ended up in Diablo's tower. It looked to be a basement. There were crates and boxes all over the place.

"Why did we have to come in through the basement again?" Johnny asked.

"So we have the element of surprise. This tower is huge and can't be entered from the outside." Susan said.

It was true apparently an alchemist in the town had learned of Diablo's plans long ago and had bound him to the tower. That was what had started everything. Since Diablo could not leave and gather the ingredients he needed he decided going to the future to get them would be better.

"Do you guys hear that?" Ben asked them. Danny now that he was no longer paying attention to the objects around could hear some growling.

"I told you to eat something before we left Ben." Johnny said to Ben.

"Funny Matchstick but I am serious. I just heard something." Ben said.

"I don't hear anything." Susan said.

"No I hear it too." Danny said before walking closer to where he thought the sound was coming from.

Danny turned and found what he was looking for.

"Guys you might want to come see this." Danny said to the others as he looked at the creature in the cage. It was a chimera. Probably one of Diablo's earlier experiments. It was made from what looked to be a praying mantis, a bird, and a horse.

It looked deadly and aggressive and given the fact that it could growl who else knows what was combined with those animals.

"We should hurry up and get out of this horrible freakshow." Ben said to them and they all agreed.

"Come and grab on." Danny said as he held out his arms to the others. It was better to finish this mission as soon as possible. Who knew what else was hiding in this tower. When this mission was done he was going to ask Clockwork to bring this tower back to the ghost zone or destroy it. The abomination that might live in this place could never be released out into the world.

Given the nature of time travel it looked like he would succeed on the endeavor given that there was no record of these creatures getting out and attacking places.

He turned them all intangible and flew through the tower. He had different goal than the rest of them. They were to free the prisoners and give them one of Clockwork's medallions so that they could be safely brought to Clockwork's lair. He would distract Diablo from the fact.

He was looking forward to it.

He left a duplicate with them so it would be able to help and went to face the madman responsible for all this.

He found him at the top room of the tower looking over his books and drawing a magic circle on the floor.

It looked like it had taken him hours to draw. He couldn't help but want to break it.

So he did. It was simple. He sent spikes of ice at the circle and damaged the wood and the images on the circle.

"Who did that?" Diablo asked as he turned around and faced him with eyes that were full of rage.

"When did you get here?" Diablo asked clearly not happy. It looked like having Clockwork make a portal that led them to the tower five minutes after Danny had gotten his message was a brilliant idea.

Johnny had asked during the time they were forming the plan if Clockwork could control the portal to the exact moment they landed. After Clockwork said yes he asked why didn't the man send them right after the man on fire exploded.

Diablo would not be prepared that early and so they could save the hostages and deal with the man.

They decided to go with Johnny's plan after their five minutes of stunned silence. They had controlled time travel in their side so it was possible.

Looks like Johnny was truly smarter than he acted.

"Phantom. Where are the others?" Diablo asked him as his hands lighted on fire.

"Don't worry about it. You won't find them." Danny said as he froze the door that led up to the room. Now Diablo could not escape and was at his mercy.

"You think I would fear you? Ha your arrogance will be your undoing." Diablo threatened him and sent a whip of fire at him.

Danny ducked and created a spear of ice. He tossed it at Diablo and used Telekinesis to keep it steady.

"You underestimate me too much." Diablo said as he set the ice spear flying at him on fire. Danny watched as the ice began to melt. So apparently magic fire could could melt ghost ice.

"Take this." Diablo said as he put his hand on the ground and Danny watched as the stone statues began to come to life.

"I can deal with with that easily." Danny said as he extended his hands and set the golems to a deep a freeze. Once the statues were frozen he crushed them with telekinesis.

"Tired yet boy? You should be proud you will help me achieve unimaginable power." Diablo boasted but stopped when a duplicate of his tapped him on the shoulder.

"What?" Diablo asked but was sent back when the duplicate sent a punch filled with electricity at the man's face. Making more duplicates was weakening him but it did give him superiority in numbers and the so the odds were in his favor.

"You should not have messed with me or my friends." Danny said as he blasted the man with fire and ice.

"Owww." Diablo said as he began to get up. Danny's duplicate had frozen the man's hands and arms to the ground so he would not be lighting anything on fire.

"Now for this." Danny said as he used ectoplasm to bind the man's mouth. Now there would be no magic words from him either. Unless he could cast with his hands the man was dealt with.

For good measure Danny punched the man hard enough to knock him out. Danny wished that he had brought markers with him to draw on the man's face but unfortunately he did not.

According to his duplicates' knowledge all the hostages had been saved and they had been given a medallion. So it looked like everything ended well.

Rogue was the only one awake though. The others had fainted and were still out.

"Clockwork, we are ready." Danny said and a green ghost portal opened before him.

Look like once again that he had saved the day. Now was the time to head home and celebrate.

Before he left though he took a picture so he could show the Ultimates and tell them about his adventure. Janet and Hank had returned from their honeymoon vacation.

Just another day in his new life.

0-0-0-0-0-0

"What is going on Clockwork?" Danny asked as he and the fantastic four were the only ones left in the lair. Clockwork had taken the others home but asked that they stay behind.

"I needed you four to stay because there is something I needed you for." Clockwork said.

"Like what?" Johnny asked.

"Young Ben Grimm you have want to normal do you not?" Clockwork asked Ben.

"Yeah what about it?" Ben asked clearly not happy talking about his condition.

"I can help you." Clockwork said shocking all of them.

"What do you mean?" Susan asked him.

"Unlike you Susan, Johnny, or Reed Ben Grimm is still in the process of completing his transformation." Clockwork answered her shocking them.

"You mean I wasn't meant to look like this?" Ben asked shocked clearly wondering how bad his luck was.

"Yes. I can finish your transformation for you." Clockwork said as he pointed his staff at him.

"What will happen to me?" Ben asked him.

"You will lose the orange skin and look like your old self while keeping your powers. They will work like Johnny's turning on and off when you desire. You will even be able to turn back into that rock form if you want" Clockwork said and while Ben was clearly happy he was holding back. He was looking for something wrong with this.

"What are the downsides?" Ben asked with a frown on his rocky face.

"You will be purple for the rest of your life." Clockwork answered.

"That's it?" Susan asked him.

"Yes he will become purple but that is all." Clockwork answered her.

He would ask Clockwork why he was doing this later but for now he would just be happy for Ben.

"Do it." Ben said and Clockwork activated his staff. Rocks began to fall off of Ben and soon he was standing before them with glowing purple skin but aside that he looked human.

"This is amazing." Reed said as they looked at the new Ben Grimm.

"Real Christmas miracle." Johnny said despite christmas being days away.

"Good bye." Clockwork said and before they could say anything else ghost portals opened underneath their feet and took them away.

He ended up right back in Rogue and Kitty's room. Danny and Rogue looked at one another while chuckling over how the day had gone.

"So did you like the present?" Danny asked getting back to what they had been talking about before it all began.

"Yes." Rogue answered him holding the skull bracelet on her wrist. During the time they had spent in Clockwork's lair he must have not noticed her wearing it.

He had to admit it looked really nice on her.

"Can I open my present now?" Danny asked and she shook her head at him. He eventually got the present but it required giving her an adorable puppy dog pout.

Danny was fine with any method to achieve his goal. He was a superhero but he was willing to bend the rules here and there if he thought it would benefit him or help someone.

He was not as wound up with good and evil as Peter was.


	17. Feeding the Flames

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter Seventeen: Feeding the Flames**

* * *

Danny woke up and moved around his bed and noticed that he was the only one in there. The problem with all of that was that he knew for a fact that he hadn't been alone. After returning from fighting the sorcerer that had kidnapped Rogue they had spent the night just enjoying being back in the present.

They had begun watching movies eating popcorn but eventually that moved on to making out and eventually that led to the two of them having sex. Rogue was so quiet and reserved normally but when they were together Rouge was a very different type of person.

He had not believed the girl could be that aggressive until she had shoved him on the bed and tried ripping his clothes off. He had obviously not put up any resistance. It had taken little effort to phase her out of her clothes and get to the real fun.

Which was why the fact that she was not here was messing with him. The last time she had disappeared she had been kidnapped to the past. Danny knew by the comic book logic that this world apparently ran on given the heroes and constant villain attacks.

Danny tried explaining to Peter but he knew that Peter was just humoring him.

Hearing the door open Dannyn turned away from his thoughts on the nature of this universe and how similar events kept repeating.

"Shugah you up?" Rogue asked coming into the room with a towel covering her important parts keeping them from his view. Danny was really tempted to move the towel off of her but he knew that she had classes in a few hours and had to return to Xavier's otherwise Scott would come and give a lecture that Danny really was in no mood to hear.

"Yeah though I really wished I was still dreaming." Danny said with a grin as he got off the bed and wrapped Rogue in a hug. He could tell despite all they had done that she was still not used to physical contact. That was why he tried to give her as much as possible without making things weird between them.

"Why?" Rogue asked in that adorable accent of her that just drove him wild.

"Because if this was a dream I wouldn't have to let you leave for a long time." Danny said as he let his eyes meet Rouge's. He could see a smile on her face at his incredibly corny line and neither cared to make fun of it even though they were the type to do exactly that.

"I feel the same but I have got to leave shug." Rogue said stepping back from him and heading towards her clothes that she had left besides the bed. Danny just stood in his spot and watched her move.

There was nothing in the world that would make him miss this.

"Leave and let me get dressed." Rouge said as she pointed at the door.

"This is my room." Danny said in response. He could have said that he already saw everything yesterday but he knew that would not help him win this argument. There was no way he was letting anyone kick him out of his room. It was the principle of the thing. No matter how amazing a girl was there was no he was letting them kick him out of his room.

"Really?" Rouge asked giving him a hard look in her eyes. Danny knew she was stubborn. The thing was though that she was not nearly as stubborn as he was.

"Yes. You can get dressed and I drop you off at Xavier's or I fly you there like you are now. I will fly high enough no one will notice us anyway." Danny said giving her a determined look in return. Danny could tell by the blush on Rouge's face that she could not believe what he was saying but there was a look in her eyes that showed she would really enjoy it.

Danny could think of all that stuff later but right now he was really hoping that Rouge did not call his bluff because he remembered that he had to bring Johnny to Midtown High for his first day of public school.

He had an hour to get ready before picking up the human matchstick and bringing him to the decade plus punishment that was public school. He was going personally because he wanted to enjoy Johnny's suffering. Ben wanted him to take pictures of the day so he could enjoy the blond's punishment as well.

That's what friends were for after all. To watch your suffering and public humiliation and find the humor in it.

Johnny deserved it after all the jokes at Ben's expense from when he was a rock monster.

"You there?" Rouge asked snapping her fingers in front of his face. Apparently in the time that he had been thinking of how to enjoy Johnny's pain Rouge had gone and gotten dressed. She was holding her hand out to him waiting for him to grab it and take her home.

"Yeah sorry. My mind can only focus on so many things at once. It is one of my few and only flaws." Danny said grabbing a toothbrush and headed to the bathroom.

"Hurry up." Rogue said and tried to toss a pillow at him. Danny just turned intangible and let the pillow pass through him. He chuckled listening to Rouge's angry mumbling.

He truly believed one day he would fall in love with that girl.

0-0-0-0-0-0-0-0-0

"Yo Johnny you ready to go?" Danny called out to the teen that was sulking by the wall. Ben and Susan were taking pictures for two different reasons. Susan was taking them because she was happy for her brother and Ben because he found it funny.

Danny was going to ask the purple-glowing superhero for copies later. Ben wanted to drive Ben to school but he knew that his skin tone would freak some people out. Not as much as when he was a yellow rock monster but it would be hard to hide a secret identity if Johnny pulled up with a person with superpowers.

Ben was happier than he had been since the accident and would tell anybody who asked that he was glad to be able to see his old face even if it functioned as night-light.

Danny and the others were just happy for him.

"What do you plan on doing today?" Johnny asked Ben sulkingly.

"I am out of school and no longer look like a walking and talking mountain so I am going to the mall maybe watch a movie." Ben said taking one last picture.

"That is not fair." Johnny said sulking even more.

"Don't be so sad Johnny just remember this one thing. While you are stuck in school I will be out having the time of my life!" Ben said. He had started with a calm tone and a small smile but ended walking away with his arms raised in the air clearly happy.

"Come on Johnny time to go." Danny said. He could see that the matchstick was not going to let this go. Johnny would find some way to have his revenge on Ben Danny just didn't want that happening right now while he might get stuck with the cleanup.

"Fine." Johnny said and the two of them took to the sky.

"Bye Johnny." Reed said looking like he could not wait to go back to one of his experiments. After the whole kidnapping thing happened to his little sister Reed and his family were on even worse terms than before. Talking about their horrible parents had made him and Reed better friends.

Reed got someone to talk science with and someone to help him remember to spend time with Susan and Danny got himself a tech genius that could help him with his own projects.

"Don't set anything on fire." Susan said waving at him from the building.

"How reckless do you think I am?" Johnny asked grabbing at his heart and looking wounded.

"You don't want the answer to that baby brother." Susan said and everyone but Johnny laughed.

"I will remember this and I will have vengeance." Johnny promised and with that they flew of to school.

Danny planned on introducing Johnny to Peter and MJ when he got there. They might introduce him to Gwen but that would be on them that way Johnny would never blame him for making the two of them meet.

0-0-0-0-0-0-0-0-0

"I am telling you that I won." Johnny boasted to him clearly full of denial and self delusion. Danny really pitied him for it because the truth could not have been more clear to anyone that had been watching.

"Please sparky you were trailing so far behind me I could have stopped and ordered a burger and shake before you caught up." Danny boasted opening the doors to the school. The people were just coming back from winter break and already he could feel the tension returning to the halls as the prison known as public educational system dragged them back in.

Though that could also have been due to the countless voices of teenagers chanting the word fight over and over. Either one was believable at this point.

"What is going on?" Johnny asked him.

"Who knows let's go check it out and see." Danny said as he and Johnny ran through the halls and pushed through the crowd to see which students were fighting. Looking at the seen Danny felt a grin on his face.

Peter and Flash were fighting again for some reason and normally that would have bored him because he knew that Peter would not do anything to the kid but given the way that Liz was holding MJ back he knew that something fun was about to happen.

"Should we help them?" Johnny asked him clearly wondering why Danny was preventing him from getting involved.

"Don't worry those two could take care of themselves." Danny said looking at Peter who was giving him a look that clearly said help me and only waved back a hello in response. If Peter wanted to he could clearly take care of Flash himself.

Danny secretly thought that Peter might be a masochist and was fond of Flash's abuse. He was wondering when to tell MJ his theory because he did not want the poor girl to get hurt if he was right. MJ might be in to that but he wasn't certain yet so he kept his mouth shut.

Liz eventually let go of Mary Jane once she noticed Johnny and with that out of the way MJ launched across the hall and began hitting Flash who just sat there and took the beating. For all of Flash's idiocy he knew that fighting back against MJ would not help him in any way.

Danny could hear the doors turning and footsteps coming their way. Giving the way the thuds sounded it was clearly and adult and that meant that it was time this fight ended.

"I think you might want to get up now." Danny said to MJ who glanced at him before he mouthed teacher is coming. Once she realized that she got up and took Peter and Liz with her.

Danny grabbed Johnny and dragged him to the class they were supposed to be at. His clone was flying Rogue home and he was stuck in class there was no way he would stand to watch Johnny and Liz make goo goo eyes at each other so early in the morning.

It was too early to be sent to the nurse's office with a stomach ache. Danny knew because he had tried faking one earlier in the previous year when he decided to cut class and didn't feel like leaving a clone behind.

Danny had come to see Johnny suffer and he would not miss out.

0-0-0-0-0-0-0-0

"This is why your sister warned you." Danny said looking at Johnny who was heating up the food in the school lunch tray.

"Whatever man. This food should be treated as a crime on the supervillain level." Johnny said looking down at his plate of browns and greens.

"I know I was just reminding you." Danny said with an uncaring shrug. As long as Johnny did not do anything overt with his powers Danny would let it slide. He was not Peter who wanted to repress everything about himself to blend in.

Danny was weird and he embraced it. He had high self-esteem and would not let anyone ruin it.

"Where are we sitting?" Johnny asked him. Danny could see that he was looking all over the place for a clear table.

"We can sit with my friends come on." Danny said pulling Johnny towards his friends. Johnny had frozen in place the moment that he had saw Liz and required Danny to pull him the rest of the way as they stared at each other.

Danny put Johnny across from Liz and just let them stare at each other. MJ and Peter were looking at the two of them with a smile on their faces. Danny knew the tension between the two of them had lessened but he knew from both of them that they still had some issues to deal with.

"Don't say anything." Danny whispered to the other people at the table. Peter glanced at him in a cautious way but said nothing. Mary Jane just gave him a nod as she trusted him and Gwen was focused on homework that was probably late.

With no one to stop him he completed his dastardly task. With a black marker he began to draw on Johnny's face. The two lovebirds were so into staring at each other that they paid him no attention and while that might usually bug Danny right now he was not going to complain.

"I am content." Danny said opening his lunchbox and getting his food. He was going to wait to see how long it took Johnny to figure out what was going on.

"You brought another lunch from home?" MJ asked holding out her hand. Danny sighed and gave her a sandwich. They had been doing this since she had sewn his invincible costume.

"You know very well I don't eat school lunches." Danny said as he shuddered in horror. He could survive a lot but a part of him was truly scared that the school lunch could harm if not kill him. Danny had his duplicates make his lunch. What was the point of duplicates if you could not use them for free slave labor.

He stood over them and watched like a hawk though because he knew better than to trust them to make his food without messing with him. Danny knew that when it came to himself that absolute trust was a mistake.

Eventually it got to the point where Danny just told them to go on a date. Mary Jane Suggested the beach and that they should all go together to help them deal with the nerves.

"The beach? You do know that it is January right?" Danny asked MJ.

"If the news is right it is going to be hot all week. Perfect time for some sun and shine." MJ responded. Danny wondered whether it was due to global warming or it was how the narrative was set up.

This universe was recreated for the amusement of a multi-dimensional travelling alien for it's amusement. Only they knew the truth and they were just floating back and watching.

0-0-0-0-0-0-0-0

Danny was just lying on his back and enjoying the sun. He was a duplicate and was going to disappear once the original returned back from his date with Rogue.

His life may have been short but he was going to enjoy it all the same. Kong, Peter, MJ, and Liz were all just laying on the beach but Johnny was playing in the water. Danny had thought he would not enjoy it as much since his powers gave him control over fire.

Looks like the original one was wrong about that.

"Who is this guy Danny?" Kong asked him. Danny rolled his eyes and sat up.

"Johnny is a friend I met when travelling the city. His dad works for the military and is a genius. Johnny's been homeschooled his whole life." Danny said giving parts of the story without ever telling a lie.

"Speaking of dads how come we have never met yours?" Liz asked him.

"Yeah we have been over to your house plenty of times how come we have never met him?" Peter asked and it took Danny a few seconds to open his mouth and respond. He tried really hard to not think of the Vlad in this world even though the man constantly sent him money.

"I live on my own. It was better for me to live away from my parents." Danny said and from the corner of his eye he saw MJ clench her hands in frustration. Danny knew about her own family problems. He had asked her if she wanted him to deal with her father but MJ said no whenever he asked.

"That sounds so rough." Peter said. Danny knew Peter was big on family so Danny enjoying being away from them probably never crossed his mind.

"Yeah. That is the reason why your Aunt May did not want Gwen staying with me." Danny said as he searched through their bags for the marshmallows. As understanding and kind May Parker was there was no way she was letting two teenagers live under the same roof together with no adult supervision.

"But still it sounds so sad." Liz said as Johnny came to the group and grabbed two sodas before coming to sit with her.

"For others maybe but with my family it is for the best. No let's stop focusing on that and eat some marshmallows." Danny said trying to let the party mood increase. He wanted to enjoy this party. It would be his first and last.

Kong set a fire for them and that was when the problems came. Somehow along with the campfire Johnny's powers activated and his arm began to burn. Before everyone Johnny's body was enveloped in flames.

The others were in a state of shock. It was understandable really. Standing before all of them was a teenager on fire and not screaming in pain.

"Johnny are you okay?" Liz asked him slowly while keeping her distance. At least it was better than before. Before if this happened Danny would not have doubted Liz would have went running off into the night screaming out of her mind in terror.

It was good to know that he truly was helping her get over her prejudices.

"Danny did you know he could do this?" Kong asked him. Kong had backed up the most when Johnny ignited.

"Yeah. I knew he had powers. They are the result of a scientific accident." Danny answered calmly. While the others were freaking out he was roasting his marshmallows over a fire. A part of him wondered why Johnny had not turned back but he was more focused on food.

Johnny did not say anything he just took off flying into the distance.

"Where is he going?" LIz asked him frantically.

"Who knows." Danny answered pulling one of his marshmallows to him and taking a bite careful to miss the stick it was on.

"Aren't you going to go after him?" Peter asked. Peter did not know that much about Johnny and was obviously worried what a teenager with the power over fire could do.

"No. I am going to eat my marshmallows and enjoy the beach. I say we give Johnny some time alone." Danny said nonchalantly. Johnny probably needed a few minutes and if not he would call Reed and the others to search for him.

"Come on." Peter said dragging him off without saying a word to the others.

"Stop it. I refuse to get involved. I want Marshmallows!" Danny cried out trying to reach the beach but Peter would not let him. Danny could see his fingernails leaving marks in the sand as he was dragged away.

"Make sure Johnny is safe please!" Liz called out to them. Danny really wished he was not involved in this drama but seeing Liz's sad face made him feel bad so he decided to help the two out. He cared too much about his friends to sit back and do nothing when they were having actual problems and not just dealing with emotional teenage angst.

0-0-0-0-0-0-0-0

"Where are we headed?" Peter asked as they moved through the sky. Danny had already checked with Susan and knew that Johnny was in his room sulking. He could feel himself running out of energy and knew that he would be close to empty soon.

"You wanted to talk to Johnny so that is where we are going?" Danny said as they landed on top of the Baxter Building.

"Before we go I have to know something." Peter said as he grabbed Peter's shoulder and began to turn them intangible.

"Tell it to the original I am just a duplicate almost near death." Danny said and pulled them down to Johnny's room clearly shocking the boy who was listening to music with his headphones and scrolling down his phone. Danny would be willing to be that the music Johnny was listening to was either very depressing or so loud and heavy that it made it impossible to think.

"Johnny listen up." Danny said pulling the headphones off and letting the music blast into the was so loud it caught Danny off guard that he had to put a ghost shield around it so that the noise was silenced.

"What do you guys want and why did you bring Spider-man?" Johnny asked while Danny clenched his fists. The ghost shield was taking even more power so he would have to be quick about this. Luckily he knew how to do just that.

"I know that you are brooding and being miserable in the way that only a teenager can but just know Liz still wants to date you." Danny said first thing of all as it was more than likely the source of the problem.

"What?" Johnny asked but Danny held a finger to the teen's face to stop him from talking.

"I'm talking so you shut up and listen. If you want to brood and contemplate the existence of superpowers and normal life you can talk with Peter here. A you can see he is Spider-man." Danny said as he turned Peter's mask intangible showing the face underneath. Danny ignored Peter's shout of surprise and annoyance he could tell he had a few seconds left so it was better to get his point across shortly and bluntly.

"All of us are teenagers with superpowers so we can understand each other and the lives we lead. Mainly my point is stop brooding!" Danny shouted and felt his last bit of energy disappear. His body followed shortly after.

"You are going have to get home on your own Peter." Danny said for his last words and closed his eyes as he disappeared. He still regretted that he did not get to finish his marshmallows.


	18. Entering the N-Zone

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter Eighteen: Entering the N-Zone**

* * *

Danny walked up to the space shuttle that would take him alongside the fantastic four into the N-zone. He was a part of the mission because the government and S.H.I.E.L.D. wanted an avenger on the mission to make sure nothing went wrong and nothing on that side came to this side. It was a tough job and none of the other avengers wanted to do it. They claimed they were all busy but Danny was more than certain they all decided to make the youngest member do it just to annoy him.

"Hey Danny." Ben said to him with a wave which of course attracted the attention of the others.

"How are you guys doing?" Danny asked as he glanced at all the soldiers standing by with weapons. Even though Reed had promised that nothing would go wrong the government clearly was not taking any chances.

It was smart of them to do so with how crazy things have been lately. Alien invasions, Hulk attacks, and all kinds of super villains had been showing up lately. Portals into other dimensions were not something that was going to be taken lightly.

"Hey Johnny!" Danny shouted to Johnny who pretended to to be listening to music. It would have fooled most people but his hearing was advanced enough that he could tell no music was coming from the headphones. After his clone did the favor of letting Johnny meet another teen with superpowers he should be more grateful. Instead Johnny was clearly going to try and ignore him.

That was fine. He would get his revenge though. He would make sure of it. Johnny would learn that you messed with the Phantom you would pay for it.

"Hey Danny." Susan said as she rushed towards him and gave him a hug. He had to admit that the sight of Susan running towards him in that blue spandex outfit was something he would not forget for a long time.

Nor how she felt wrapped around him. He wondered if he could get Rogue to wear something similar.

"Hey Susan. How are you and Reed doing?" Danny asked.

"I am positively ecstatic." Reed said paying no attention to them as he was too busy staring at the ship. Danny was sure that if the military was not performing a final check on the ship than Reed would already be in the cockpit ready to fly into the N-zone.

"How did you keep him here?" Danny asked Susan.

"I had him trapped between two invisible walls until a little bit ago." Susan said to him.

"Sounds painful." Danny said just imagining it. Another part of him wondered just how sadistic Susan could be and that just led to more dirty thoughts with her in black leather version of her current outfit.

"Reed was barely annoyed. His body is a lot more malleable after the accident." Susan said.

"Guys hurry up." Reed called out to them and Danny looked up to see that he was already close to the shuttle's entrance.

"That dude can really run." Danny said. He had not thought that Reed was the type for exercise.

"You guys ready?" Reed asked not even bothering to hide his glee. It was a good thing that Susan was helping him fly otherwise who knows how fast he would go.

"Start the thing brain-man, ninja-girl." Johnny said.

"Ninja-girl?" Danny asked wondering the story behind that.

"Yeah Suzie want that to be her nickname." Ben said in his rock form. It looked like Ben had been getting good practice on switching between being human and purple to being a rock creature.

"I already gave you guys a nickname." Danny said to the lot. He had even had mentioned it to the Ultimates. It was too late to go back.

"Your names sucked." Johnny said finally as he finally stopped pretending that he could not hear him.

"Really?" Danny asked Johnny who just went back to ignoring him. Danny was really tempted to blast him out the shuttle. He would keep his calm though. It was not time for revenge.

"Let's go." Reed said and off they went into the red hole that led to the N-zone. The others were looking out the window of the shuttle clearly amazed. Danny wasn't but that was just because he had been to the ghost zone and this was similar enough except a lot more empty.

"Cut engines. Opening the back gate." Reed said as he pressed buttons in the front.

"Isn't this amazing Reed?" Susan asked him.

"Incredibly so. I have waited years to explore this place ever since I found it as a child." Reed said.

You guys want to explore?" Reed asked them after sending the probes deep into the dimension.

"Let's ride." Ben said and after looking around and getting nods of agreement from the others Reed gave a full smile with an excited look in his eyes.

"Let's go then." Reed said.

"You know I thought you guys meant something else." Danny said with a sigh.

"You forgot that we are scientist Danny?" Susan asked him. The sad thing was that it was true. He appreciated science but he was more of an action guy. Fighting and explosions was where he found joy.

"You okay?" Reed asked Johnny.

"Hn. Yeah I just feel bored." Johnny said.

"Why?" Susan asked.

"I dunno. Maybe I thought the N-Zone would look a bit more, you know… zappy." Johnny said. Danny found himself agreeing with Johnny. At least the ghost zone had ghosts to fight and places to explore.

"Take some of the anti-puke stuff. I told you the zero gravity would mess with you. Zappy?" Reed asked.

"Yeah. Places to see, things to fight. That kind of stuff." Johnny said.

Danny heard Susan and Reed start explaining to Ben how this dimension worked. Danny decided to just take a nap.

It did not last long.

"Danny wake up." Susan said as she shook him to wake him up.

"What do you want?" Danny asked in an annoyed tone.

"We found something." Susan said. She and Ben looked to be excited so it hopefully was something fun.

"What is it?" Danny asked.

"Kind of looks like a dinosaur skeleton." Ben said.

"I wanna see." Danny said as he got up out of his seat.

They reached the top of the shuttle and Danny felt his eyes grow wide at the size of the skeleton just floating in the empty space.

"Let's take a closer look at those...bones." Reed said trying to find a good word to explain what they were seeing.

They past the giant skeleton with Reed and Susan taking notes on the creatures that were living on the bones.

"Woah." Danny said looking at the giant ship. It still had lights but the shape of it made it seem like it was broken and beyond repaired.

"That's just… wow." Susan said looking at the station.

"I want to go and explore." Johnny said before breaking down into coughs. Danny looked over at him and had to admit to himself that Johnny was not looking so good.

"Are you sure we should explore this place?" Ben asked.

"Why wouldn't I?" Reed asked.

"Okay. Tell me if I'm following this. You think this N-Zone universe is dying right?" Ben asked.

"Could be." Reed answered him while still trying to bring them closer and closer to the station.

"Then how sure are we that the people that survived are the good guys? What if they are vicious jerks?" Ben asked completely logical questions. As all zombie apocalypse movies go the people that survive are not necessarily the good guys. More than often the sadistic bastards love longer.

"We came to explore though." Johnny said trying to get up only to fall back down to the seat.

"Easy little brother." Susan said trying to keep him restrained.

Johnny was now paler than ever before. Danny hoped he got better because being sick when the mission just got interesting would be such a waste.

"I am going to see if we can communicate with them." Reed said typing on the computer.

The next ten minutes were filled with Reed trying to set up a way to communicate.

"Greetings. Please make dock on our habitation. We are very excited to meet travelers from main sequence star." A voice on the station said to us through our radio.

"Really hope this turns out alright." Danny said.

"Let's go say high." Reed said once they docked on the station.

"Sure." Danny said as he headed for the bay door. He was walking to the door before he paused and turned to Susan.

"Someone should stay here with Johnny. He may get better once we reach our own dimension but better to be safe than sorry." Danny said.

"Not fair." Johnny protested but he was too weak to even glare at him for the suggestion.

"Danny's right. I will stay behind with him." Susan said.

"Feel better flame head." Ben said as he and Reed came following after him.

"I hate you all." Johnny tried to growl.

 **0-0-0-0-0-0-0**

One long introduction later with their new friend Nihilus and they were walking through the ship.

"Do you find this guy creepy?" Ben asked him

"Very." Danny said as he walked behind Reed and the alien. From the moment the word annihilate came out of the alien's mouth he was on guard. If this was a horror movie that would have been a good enough sign.

Reed however saw nothing wrong with the guy and just kept talking with him.

Danny now knew at this point Reed would be the worst person in the world to be stuck in a horror movie with.

"So how did you survive the end of this universe?" Ben asked Nihilus.

"My people and I drove closest to the sun as possible to keep warm." Nihilus said.

"I noticed that your sun is collapsing in on itself." Reed said.

"Yes it is coming closer and closer to the end." Nihilius said.

"Sounds like it sucks." Ben said.

"How long does your species live?" Danny asked.

"I will be alive long after the sun is gone." Nihilus said.

"What about the others on this ship?" Danny asked. They had walked by lots of creatures. They all looked depressed and miserable. Knowing that they were going to die and nothing could be done about it was likely the cause.

"They will be gone long before I am." Nihilus said.

"Guys we need to go now. Johnny is getting worse." Susan said to them over their radios.

"How bad is it?" Reed asked.

"Very bad. We need to go now!" Susan screamed causing him to wince.

"Fine. let's go." Reed said as he turned around.

"It's been swell." Ben said as he went to follow Reed.

"You are leaving?" Nihilus asked as he stared at them. Danny could feel the tension in the air and knew that they might have to fight their way out.

"Yes. One of our friends is sick and so we have to leave." Reed said.

"You will take me with you?" Nihilus asked.

"No. We have rules to follow and one of them is making sure nothing from over here follows us back." Danny said.

"I cannot accept such an outcome." Nihilus said.

"I am sure we can work something out. Your sun still has time before it becomes fully consumed and turns cold." Reed said.

"Clinging to a false hope for the rest of my life is not something I want." Nihilus said.

Which caused Danny to shoot a ghost beam that blasted him away from them.

"Was that necessary?" Reed asked him.

"Yes it was now come on." Danny said as he created two duplicated to create and ice wall and block Nihilus from following them which left him to grab Reed and Ben and fly back to the ship as they phased through the station.

"You will not leave me here!" Nihilus shouted at them but that got fainter and fainter the further they flew.

0-0-0-0-0-0-0

"What's going on?" Susan asked as they reached the cockpit. Ben and Reed reached for their seats while Danny looked outside the window to see if they had any followers.

"Our host was very reluctant to let us leave." Danny said.

"At least we got away." Ben said.

"You might have been to rough on them Danny." Reed said from the front.

"I would not be so sure." Danny said as he turned part of the ship intangible so that the others could see what he was looking at.

All it would take was a glance and they could see the army of ships flying after them. They were all breaking off of the ship and flying at full power.

"Just great." Susan said as she got to her seat near Reed.

"Can't we do anything stretch?" Ben asked.

"This ship is designed for exploration. It has no weapons." Reed answered.

"Fine. Then I guess I will have to do something." Danny said.

"What are you talking about?" Susan asked.

"I am going to buy you some time to open the portal back to earth." Danny said.

"Why would you do something so reckless?" Susan asked.

"This is what I was brought along for." Danny said stretching his limbs.

"Don't go too far. We don't know how long we will be able to keep the portal open after we reach the rendezvous point and open the portal." Reed said seriously.

Danny nodded to show that he agreed. He had no idea if he could open a portal to the ghost zone hear and he was in no interest to find out right now.

"I got it." Danny said as he phased through the ship and ended up floating in the red space facing the alien ships.

"We will not be stopped." Nihilus said with his voice coming out of one of the ships.

"I am sorry but I cannot let you cross." Danny said as he extended his two hands out to face the ships.

The ships opened fire on him.

"You know you are really making me regret having empathy for you." Danny said as he created a ghost shield to protect him and the ship behind him.

"You will die and we will have our freedom!" Nihilus shouted at him.

"Better than you have tried to kill me and they failed. The same will happen here." Danny said created five duplicates and they faced the ships in a line. Again Danny wished he had the ghostly wail right now.

"It's time for you to freeze." Danny said trying to shoot ice from his hands at the ships. Try being the word because instead of it being ice green flames came out of my hands.

Danny had no idea what was going on but the fire was working and so he would not stop.

"Danny the portal is open." Susan's voice said to him.

"I'm coming." Danny said as he stopped firing and flew to the portal.

"Noooooo!" Nihilus was shouting but Danny was getting to far to hear it.

"Spooks where are you?" Ben asked.

"I am coming." Danny said as he arrived on top of the ship.

"Where are you?" Susan asked.

"On top of the ship." Danny said.

"You should come inside. I am not sure how it will feel on inter-dimensional travel if you aren't protected by the ship's protective metal." Susan said.

"Fine." Danny said as he phased into the cockpit.

"How are our followers?" Ben asked.

"Hopefully stuck dealing with my duplicates." Danny answered.

The ship started shaking as they entered the portal and ominous creaking sounds started coming from the walls, ceilings, and floor.

""I take it that is not good." Ben said.

"No it is not." Reed said messing with the controls and pressing buttons so that the others did not die on impact.

"Great I wake up and we are about to die." Johnny said shocking the others.

"Maybe your luck is just terrible." Danny said jokingly.

"I am glad you are feeling better." Susan said.

"I am all for jumping around in joy and hugging flame brain but we still are in the middle of crashing." Ben said as the ship started to crack and break apart.

"Susan give me your hand." Danny said.

"What? Why?" Susan asked.

"If we combine our powers we could probably survive this." Danny said. Truthfully he was not sure but anything was a good idea if it increased the chances of his friends surviving the crash.

"I hope you know what you are doing." Susan said.

"So do I." Danny answered clenching her hand with his and creating a force field around them which was surrounded by an even stronger ghost shield.

That was when the shuttle broke and they started bouncing around in the red tunnel. It was not easy and Ben looked like he was going to puke.

Johnny was screaming for his life and if it was not a situation that might kill them Danny would have been recording it and laughing.

"We are almost there." Danny said keeping his focus on the end of the portal.

It did not look like their landing would be an easy thing.

"Brace yourself for impact." Danny said as they fell through the portal and fell to the ground.

"This is going to hurt." Ben said.

Danny found himself agreeing with that statement. He just hoped that the result would not end up with him having to file a huge report.

Fury would be the type to watch over him and make him do it there just so that he could not avoid it using duplicates.


	19. Meeting the Inhumans

**Disclaimer: I don't own Danny Phantom or Ultimate Marvel**

* * *

 **Chapter Nineteen: Meeting the Inhumans**

* * *

"This is such a boring night." Danny said as he flew through the city. There were duplicates flying all around New York trying to make sure that no one was getting mugged or worse. The other Ultimates were off doing their own thing knowing that it was his turn and they knew that he would likely not need any help. He personally would not have minded them asking just for him to have someone to talk to.

"I have a task for you." Clockwork said from behind him. Danny whirled around to face him.

"You need to start wearing a bell." Danny said as he placed his hand on his chest feeling his heart beating in a rapid pace.

"I am here for a reason." Clockwork said ignoring what he said completely. Danny just took a deep breath and let it go knowing that there was nothing he could do with Clockwork's habit of sneaking up on him and focused on what Clockwork wanted now.

"What is wrong now?" Danny asked wanting to know what problem Clockwork was going to give him now. The master of time rarely came top congratulate him or give good news so if he was here that meant that there was danger coming.

"I will explain on the way." Clockwork said before opening a ghost portal.

"Should I contact the Ultimates? The Fantastic Four? The X-men?" Danny asked wondering if he would need reinforcements.

"There is no need. You are enough." Clockwork said.

"Very well." Danny said before flying into the portal. Instead of appearing in the ghost zone they were inside a green tunnel. The tunnel seemed to stretch a long distance. It might have extended for miles for all he knew.

"What is this?" Danny asked.

"You use ghost portals to teleport between the ghost zone to any spot on the planet. I just froze time inside the portal this way we can talk while I take you to where you need to go." Clockwork said.

"Where would that be exactly?" Danny asked.

"Attilan." Clockwork answered.

"Okay and that would be where exactly?" Danny asked. He was doing well in history class and so he knew there was no place on Earth called Attilan.

"In space." Clockwork answered as they flew through the frozen ghost portal.

"What?" Danny asked as he hovered in place not moving.

"Attilan is the capital city for the Inhuman species." Clockwork said.

"Inhuman as in alien?" Danny asked as he tried to keep up with Clockwork who was moving on without him.

"Yes and no. Inhumans are branch of humanity that developed differently due to the experimentation on their human ancestors by aliens." Clockwork said.

"So in this universe alien abductions are real." Danny said more to himself than to Clockwork. Another thing to look up back when he was finished with this.

"So what am I going to be doing?" Danny asked.

"You are going to save the Inhuman royal family." Clockwork said.

"What am I saving them from?" Danny asked.

"They have been overthrown by the King's brother Maximus the Mad." Clockwork said.

"So obviously this guy is not playing with a full deck of cards. What should I expect when I get wherever I am going?" Danny asked.

"The Inhumans have developed special powers due to terragenisis." Clockwork said.

"Which is what?" Danny asked.

"It is a special substance that causes an Inhuman to develop their powers." Clockwork answered.

"So what are Max's powers?" Danny asked.

"Max has mental powers which will not affect you but he also has heightened strength. He is not a fan of exercise of physical activity so it is weaker than yours but still greater than an average human." Clockwork answered.

"Sounds easy enough." Danny said as he approached the exit of the tunnel.

"He will have Inhumans with him that have fallen under his mental powers." Clockwork said.

"So be extra careful. Got it." Danny said.

"He will have Alpha primitives with him as well. Clockwork said.

"What are they?" Danny asked.

"They are a genetically modified slave race that takes care of the needs of the Inhuman people." Clockwork said.

"That sounds horrible." Danny said wondering why he should help those people. The Alpha Primitives were not as smart as him but they were designed for similar purposes by people that could not care if they lived or died.

"There are many stories of people who treat their machine servants the same." Clockwork said reminding him of the future that many normal people awaited. The day where people would have robot servants to do their work for them. While he would like to claim that it was different he could see how similar it truly was.

"How am I to find this royal family?" Danny asked with a sigh.

"Here." Clockwork said handing him him what looked like a big compass.

"What is this?" Danny asked.

"This is a radar linked to the genetic signature of the royal family." Clockwork said.

"Why do you have this?" Danny asked.

"It was their invention I just borrowed it. They won't even know it's missing." Clockwork said.

Danny really wished that he had gotten time powers. There was a lot of fun that he could achieved with them. They would be used to help others and if he found some time to play around with them than it was good fun for everyone or at the least just himself.

"Now onward." Clockwork said as he disappeared.

Danny saw the swirling green light of the ghost portal speed up and knew that he was almost to the other side.

 **0-0-0-0-0-0-0**

"So creepy." Danny said as he walked through the Inhuman city. The design of the building were definitely more advanced than what Earth had right now but looking at the empty street made him feel like he should constantly be looking over his shoulder in case there was something that might grab him. Horror movies had taught him to not ignore this feeling and so he flew into the air making sure that he would always have the advantage because people rarely looked up. Whether that was true for Inhumans or not he did not know but it was allow him to make sure no one tried to sneak up on him.

"So where are they?" Danny asked himself as he looked down at the radar that would lead him to the royal family. It was simple to figure out. There was this big red arrow pointing in a direction. He was really glad that it was not filled with weird alien language that he had no idea to read.

Seemed like everything was going good.

Then out of nowhere a flaming chain tried to wrap around him. It was only because he could smell the smoke and feel the flame that he flew even higher.

Seems like he had just met one of the Inhumans that was working for Maximus.

"That is not cool!" Danny shouted down to the person on the ground. He was too far away to tell if it was a man or a woman.

"That's because it's fire mate." A voice shouted back with an Australian accent.

Looked like Team four star was right there was a space Australia.

"I don't want to hurt you." Danny said as he landed closer to the ground.

"That great chum. Just surrender and I can escort you to a nice place. It has a great view and adequate food." the space Aussie said and if that was not a euphemism for prison than he did not know what was.,

"I'm really interested but sorry. I am a man on a mission." Danny said wondering how he was going to take this guy down. It had to be strong enough to knock him out for a while. That way no alarm would be raised and he could continue his mission. If there was anything he learned from S.H.I.E.L.D. and Captain America it was how important mission were.

"What mission would that be." The Inhuman asked while igniting his chain on fire again.

"That is a secret." Danny said watching for the man to launch his attack.

"friends share secrets don't they?" The man asked and the chain came right at him. Danny did not know what the Inhuman man expected him to do but it was probably not for him to catch the chain in his hand.

"What?" the Inhuman asked but before he could say anything else the chain in their hand turned to ice and shattered.

"No hard feelings friend but it is time to put you on ice." Danny said freezing his feet.

"Not a face of ice mate. I prefer to burn." The Inhuman said thawing his legs with his powers.

"What now?" The Inhuman taunted him.

"That." Danny said pointing behind him causing the Aussie to turn around and see a duplicate before he was shocked unconscious.

Danny had kept a duplicate around but invisible just in case he might need back up. This city was such an obvious trap that it would be stupid to not have someone watching his back.

Taking back to the skies Danny flew faster while making quick turns around buildings and ducking under bridges. He got to see more of the city and had to admit that if it was day and full of people that it might look beautiful. He should probably take some pictures and get a few souvenirs before he left.

"I was not expecting this." Danny said as he looked at the building that the radar was pointing to. It was an average size warehouse that was next to hug building dwarfing it six to seven times over. If you were not looking for it or had a way to detect the building then it would be impossible to find. The building just looked suspicious and while it looked small it probably had some giant facility below ground. Following his decision Danny turned intangible and walked right through the door he took a look around and was not surprised to see the warehouse look completely ordinary or the fact that the radar was pointing down.

So following the instructions He phased through the floor.

Danny floated to the ground and turned invisible as he heard footsteps coming. He watched as what could only be the Alpha Primitives walk by with weapons in their hands. Looking at their faces made him want to look away. If there was one thing he was glad for Vlad's obsession was making sure that he looked handsome.

Danny split into four duplicates with two going down each side of the hallway because the radar was pointing in different directions. Danny slipped past the Alpha Primitives as quietly as he could it was not easy though because the closer they got to them it was like they could sense him more the closer he got. They were moving their hands like they were swatting a fly. His flexible body was the only reason they had not touched him.

Finding a door Danny peered inside and saw a teenage girl inside a cell. She was definitely Johnny's type. Blonde and pretty. Danny could see that the pad on the door was the hand print type which meant he would have to phase through it.

Danny walked through the door and looked at the pedestal the cage was on.

"Alright." Danny said as he focused on the cage and ripped the crystal blue top of it. It landed softly on the ground causing as little noise as possible.

"Time to wake up." Danny said as he jumped up to the pedestal looking at the blonde girl. He poked her in the forehead with electricity giving her a little electric shock to wake her up.

The girl opened her eyes and took a look at him.

"Come on." Danny said as he tried to get the girl out of her prison.

The next event took him by surprise. The girl he was trying to help went and punched him in the face. Looking back on it Danny would admit that it was sort of his fault.

That did not mean he was okay with it.

"You get one." Danny said glaring at her while holding his hand to his face. That punch was about as strong as a mild slap to a regular person but that did not mean he would forget so easily.

"Where is my family." The girl said with her hands lighting on fire and glaring at him.

"I am trying to save them too. Now would you mind coming with me or do you want to assault me again?" Danny asked.

"Fine. Now where is my family?" The girl asked showing no gratitude for the guy that had just saved her life.

"My duplicates are working on freeing them now." Danny said of course that was when the sound of laser fire started blasting through the hall ways.

"That is probably them." Danny said wondering how his duplicates had failed such an easy task but given how annoying this girl was turning out to be maybe the blame did not rest on their shoulders.

"We need to go." The girl said.

"What is your name?" Danny asked as it occurred to him that it would make it very hard to warn her of danger if he did not know her name.

"Crystal." She replied as she turned towards the door and blasted it open with fire from her hands.

"I see subtle is a lost art to you people." Danny said.

"There is no time for that. We have to find the rest of my family and punish my cousin." Crystal said.

"Fine but keep your guard up." Danny said as he walked out of her cell. His hands were glowing ready to blast the first Alpha Primitive he saw.

"There is another of you." A female voice said causing him to turn. The only reason that he did not blast the person speaking was because she did not look like an Alpha Primitive. Though meeting a green-skinned woman with snake like hair would give anyone a slight fright.

"Medusa." Crystal called out as she went to hug the snake-haired woman. Danny just shook his head at her name. Either her parents were fans of Greek mythology or it was one of the celetialsapiens jokes.

"Hello. I am thankful for your help in rescuing my family and I". The old man said.

"I am Phantom." Danny said as he held out his hand.

"I am Karnak. These are my cousins Black Bolt, Triton, and you have met Medusa and Crystal." Karnak said understanding the gesture and grasping his hand. pointing out the rest of his family. The ones called Black Bolt and Triton just stared at him,.

"Are you the King?" Danny asked.

"No that is my cousin Black Bolt." Karnak said pointing at the big guy behind him. He just stared at him and Danny felt like he was being dissected and assessed for threat potential.

"Does he speak?" Danny asked.

"That is a complicated question." Karnak said.

"Why?" Danny asked. The Inhuman family just looked at each other.

"You must truly be from far away. My King's power lies in his voice and so he has taken a vow of silence to make sure that he does not hurt anyone accidentally." Karnak said and Danny thought back to Rogue and how her powers prevented her from touching people aside from him.

"So he writes everything down?" Danny asked.

"I translate and speak for him." Medusa said to him.

"Where is Gorgon?" Crystal asked interrupting at a wonderful time because he was completely lost on what to say.

"You were caught first so you would not know but Gorgon managed to escape with a portion of the city before Maximus overthrew us." Medusa said.

"How did that happen anyway?" Danny asked.

"In the beginning there was a plague that was laying our people out and so we sent them away to a research facility to figure out what was wrong. Though our scientist discovered the cause they could not figure out a cure and so we ordered evacuations. During that time Maximus managed to sway the Alpha Primitives to his side." Karnak said.

"What do you plan on doing after you take your throne back?" Danny asked.

"We will imprison Maximus and look for a cure for our people." Medusa said like it was obvious and the others nodded along with her.

"Fine I will help the lot of you get your throne back." Danny said.

"Speaking of that..." medusa said before her hair came to alive and her snakes faced him hissing menacingly.

"How did you find us? What are you? Clearly not Inhuman?" Medusa asked.

"I am a genetically engineered sentient being." Danny said.

"Like the Alpha Primitives." Crystal said.

"No. I still am not okay with what you have done to them but now is not the time to discuss that. My mentor sent me to help you and so I came." Danny said.

"How does he know where we were or that we needed help?" Karnak asked.

"His power is time manipulation. He knows everything." Danny answered.

"We will trust you for now but if you show any suspicious activity to our people Black Bolt will speak his mind and you will not like it." Medusa threatened him.

"Understood." Danny said. He could probably take them but it was better to finish this task and to do that they needed to get along.

"The city above is empty right?" Danny asked.

"Yes why?" Karnak answered.

"Well now that I found you I don't really need to be stealthy anymore." Danny said pointing his glowing fist to the ceiling. Finally time for some destruction.

 **0-0-0-0-0-0-0**

Danny walked down the main street that led to the royal palace with royal family behind him. They were too suspicious to let him walk behind them and so he was leading the charge. Taking down all the robots and Alpha Primitives that were being sent their way. The element of surprise was gone long ago but that did not bother any of them. He found it cathartic to just blast anything in his way.

"You have finally arrived." a man in a crown said walking out of the place and glaring at him.

"You must be Maximus." Danny said.

"That is right I am Maximus Boltagon true king of Attilan." Maximus boasted and Danny could see the insanity in the man's eye and knew that his title was well earned.

"Give up you are surrounded." Crystal ordered but all Maximus did was laugh.

"Not true cousin. All you did was gather in one place and now I can command your minds." Maximus said before sending out a wave of energy. Danny was not affected but he knew that it had affected the others.

"Great. Just great." Danny said and turned around and ducked a kick from Crystal. Danny then blasted her with an ecto-energy blast.

"I told you earlier that you only get one." Danny said. Before he could gloat though he had to turn intangible and avoid an energy blast from Karnak. Danny glared at the man but had to jump back and avoid Medusa's snakes.

"Earth snakes don't like cold so I hope it is the same for you." Danny said before blasting her with ghost ice. Medusa jumped out of the way but he was so focused on her that forgot that there were more than three Inhumans in the royal family that he brought with them.

Danny was blasted into a wall by Black bolt's voice and though it was on low power it really made him miss his Ghostly Wail power. He could not wait til he got it back.

"This is glorious. You spent so much effort trying to free them and they will be your undoing!" Maximus said ending his sentence in a hysterical laugh.

"I am so going to enjoy hurting you." Danny said glaring at the man dressed in green.

"You will have to survive first." Maximus proclaimed.

"Oh I will." Danny said before splitting into duplicates. Two for each member of the royal family.

Now it is just you and me." Danny said cracking his knuckles and walking over to Maximus.

"Is there a chance that we could talk about this? I will give you your own city?" Maximus asked trying to bargain.

"No." Danny said before grabbing the man that was the cause of all this trouble. He tried to break out of his grip but it did not work. Like Clockwork said Maximus may have been stronger than regular humans but he was not stronger than him.

"Now it is time for you to take a nap." Danny said before punching Maximus in his face.

It took a few tries but it eventually happened.

"Enjoy your sleep crazy." Danny said before looking at the unconscious bodies of the royal family.

"I really hope that they are not the type to hold a grudge." Danny said to himself.

"Clockwork!" Danny shouted knowing that the man could hear him.

Lo and behold a portal opened up for him.

 **0-0-0-0-0-0-0-0**

"So how long have I been gone?" Danny asked the spectral master of time and arguably space.

"Barely a second." Clockwork said.

"Good to hear. How is Attilan doing?" Danny asked.

"The royal family have recaptured the city and the scientist will wake up to find a cure for the plauge along with evidence that it was created by Maximus in the first place." Clockwork said.

"Sounds like everything turned out well." Danny said looking at the city of New York from the rooftop he was on before he left.

"True indeed." Clockwork said.

"Any chance you are going to tell me what this big catastrophe is that you wanted me to join the Ultimates and stop?" Danny asked glancing at him with his eyes squinted.

"Now Daniel you have to now by now that is just not how I work." clockwork said and before Danny could turn to face him he was gone.

"That is not cool no matter how many times you do it." Danny said calling out to the empty sky.

A note fell out of a green ghost portal. Danny was tempted not to open it but curiosity eventually got the better of him.

\- yes it is you just do not like it when it happens to you.

A simple sentence but one that caused him to burn the paper.

"Yes." Danny said cheerful that he got his fire powers back.

All things considered tonight was a good night.

* * *

 **Author's Note: Been a while since I wrote a chapter for this story any way read, rate, review, and give opinions**

 **Also the unamned mind-controlled Inhuman was based off of Hellfire but Danny did not know his name so it went unwritten.**


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